Killer Tuna Redux 3: We Grew Up at Midnight
by illusorygentleman
Summary: Set just after Never is Enough's surprise ending, our cast must come to terms with new revelations, new feelings, and even some new characters that could complicate the delicate love square that seemed ideal in the fantasy bubble in LA but rainy Seattle has a way of opening eyes. Multiple continued pairings and rated a hard M for language and content.
1. Chapter 1

**Is this real life? Is this actually a new chapter of a new story? From me? Your eyes do not deceive you. SVAD and I had every intention of having this up months ago. Getting this story going after Never is Enough but for some reason (several reasons truly) I just kept putting it off and putting it off. This picks up almost immediately after Countdown ended. I shouldn't waste any more time babbling, should I? Here we go...**

* * *

 **Former iCarly Studios**

 **Shay Apartment**

 **Seattle, WA**

"So… how are… things?" Freddie asked awkwardly, his face trying to maintain some kind of form as the feverish heat rushed to his cheeks. "Guess you made… ah… good time…"

After a fantastic date and even a better night together, Freddie and Sam were not expecting their morning to play out anywhere close to how it transpired. They assumed that they'd spend the morning together cuddling, eating a light breakfast and most definitely going for another round or two of lovemaking before they would finally accept that the next day had dawned, Marissa would be on her way, and they'd have to get on with their day. Neither remotely considered having their mutual best friend of the last several years show up on Freddie's doorstep several hours early to catch them in various states of undress.

As those original plans were dashed with Carly's arrival, they had to exchange awkward, embarrassing greetings, then the former couple excused themselves to quickly clean themselves up, eat a quick and awkward breakfast, and were now sitting in the old beanbag chairs that the trio would sit and hang out during their friendship before Carly left to spend time with her father. They watched as Carly simply paced in front of them as if they had been caught and sent to the principal's office, just like the week before, clearly having a lot of questions with her expression being any indication.

"Yeah…" the dark haired newcomer said, shaking her head. She turned to look at her two friends, only getting a second to meet their eyes before squinting and shaking her head. "Just wanted to surprise my friends. The platonic bickering friends that I left. You remember them?"

They glanced to one another in from the corner of their respective eyes, trying to gage each other's assessment of the situation and the mental health of their friend. Each saw in the other's eyes the concern for her and the mild embarrassment that she had found out their little arrangement in such an explicit manner.

"Carls, I-"

"Not right now Sam… I need to… think… preferably about anything else…" Any other thoughts or possibly conversation was interrupted when Carly finally stopped pacing and turned to face her friends. She hastily asked, as if she had been bottling up the questions for too long, "When did you two get back together? Why didn't you tell me? I've been telling you, like, everything that's been happening with me in Italy and you've kept secrets from me again?"

"Well… ah… it's…" The former/current couple shared another glance then Sam looked to her friend to answer with a surprisingly weak voice coming from the tough girl, "it's a… complicated and a long story… we haven't been… you know… 'together' all that long…" She glanced to Freddie, hoping he'd back her answer, but he was just stone faced stoic, so she figured it was on her to continue, with a hesitant gaze towards Carly, "…in fact… last night was really our first… date together again…"

"Oh? First date and you…. You both…" Carly raised an eyebrow, clearly feeling a bit embarrassed with jumping to a conclusion and interrupting their morning, though knowing that her two best friends had had sex was enough of a shock. It was probably just as an awkward time for them in the aftermath of reconnecting, but still… Freddie nor Sam ever seemed like the 'type' to do that. She nervously continued, "Sorry… I just… you two… and doing…that… on, ah… your first date? So I take it that things started happening when you came back?"

"I mean…" Sam tightened her smile and looked to Freddie again, not even attempting to hide the fact that she was consulting him for just the right way to phrase her answer, but he was being surprisingly unhelpful. After a few moments, she finally received a supportive glance from him then replied, "Well… you could say that. We obviously started hanging out again when I got back and well…" She tightened her smile, showing an odd bit of embarrassment for her, then finished, "…we started… reconnecting and one thing… you know… led to another…"

"Which was in his bed?" Carly quickly finished, then blushed at saying such a thing. As soon as she had seen Sam come into view wearing one of Freddie's shirts, and ONLY that shirt, her mind raced with various images of the two engaged in various acts that had to happen the previous night. A piece of her desperately wanted to ask them details about it, but her more rational and tasteful side held her tongue on the matter. "Did you just slip and fall out of your clothes too?"

Freddie snorted out, trying to stifle a laugh while Sam surprisingly slightly frowned and directed a disapproving glance at the normally mature teen.

"Look…" Carly saw she had really stepped in it with her comment, so she quickly raised her hands and added, "I'm sorry. I didn't mean it to come off as… judging you. It's just so… unexpected. All of this is just… I mean… I didn't even imagine this when you guys were dating… let alone… now… ugghhh… I need a shower… hot water to burn my eyes and brain maybe…"

"I know it's… something… but it's alright, Carly. We know you didn't mean anything by it; you're just… surprised and really…" Freddie picked up with a disarming and forgiving smirk. He looked to Sam before he continued, "We're a little surprised with it ourselves. We thought we had settled everything when we broke up, but obviously things weren't as resolved as either of us thought… We're obviously keeping it quiet. The last thing we need is the old Seddie fans to go blasting all over the internet that we're back together when we're…" He sighed and glanced to Sam, trying to get her take on the matter before finishing, but now it was her turn to just stare at him as he verbally dug his hole, "…complicated. They wouldn't understand and just leap back onto the bandwagon."

"Yeah, the Creddies were pretty upset when… me and Freddie broke up," Carly replied with a bashful smile, glancing towards Freddie. The handsome former tech-producer returned a gentle smile, reassuring her that things between them were still fine after the breakup of their extremely short long distance fling. "So… wait… what do you mean by 'complicated'? So are you together or not?"

"Carls, it's just… it's not that simple." The blonde opted to answer, "Freddie and I… We're friends, but also more than that. We aren't like… a thing or whatever… but we have something… we're trying to figure out exactly how much more we are than that. It's why we had the date, to see if there was really a chance to rekindle what we have, maybe see where we went wrong and fix it or maybe we really are just better off as friends."

"Oh, well that makes perfect sense…" Carly's face lightened up, rolling her eyes with a slight grin, knowing as well as they did that it was anything but a reasonable explanation. "Oh, I can understand. Two people who fight all the time hang out, go on a date, and then… do it."

"I know it's… not really what you were expecting, but Carly… you may tell us pretty much everything that you do or feel, but…" He picked up before glancing to Sam, hoping she would back him on this, "…it's not the same for us anymore… we have boundaries with other people and have to respect their privacy."

"So, that's what you've been up to since you two have been here?" the pale girl spoke up finally making her way to seat on a nearby chair, her eyes never really leaving the 'couple,' wondering if a second was all it took for them to just go at one another again. "Just fooling around and trying to figure out what you two are to one another?"

"Not exclusively," Freddie answered with a half-smile and a shake of his head. "I've been focusing on school and work. I'm basically ready for graduation and trying my best to build up a nest egg for college."

"Yeah, I can barely see him half the time," Sam chimed in, hoping that the knowledge that they weren't just knocking boots all the time might make it a little easier for her to swallow. "He's really busy."

"Wouldn't that have made it harder for you two to do all this 'reconnecting?'"

"Oh…" Sam was quick to point out, with a sly grin toward her beau, but he clearly wasn't in the mood for a joke. "I made the time."

"Clearly…" Carly heaved a breath, still trying to decide if she needed to burn the images from her brain of if she should focus on them. They seemed really happy, and maybe it was best not to push this since… whatever this was… it was something that seemed to work. "But what about since I've been gone? I know you couldn't have told me everything that happened while you were in L.A. What about Freddie's trip down there to visit you?"

"Well, he really went down there because he thought I was dying or whatever… but it all got worked out." Sam took a few swallows of air, her mind flashing back to the insane start of this whole situation, and decided retelling it in the most 'PG' way might be the best course of action. "But he met Jade and everything. So this last time was more about her, but everything worked out fine."

"Wait…" the raven haired young woman narrowed her eyes as if a lightbulb was going off, "so you and Jade-"

"She's really something else…" Freddie quickly replied with the kind of tone that could just as easily imply that she was a crazy person, or that she was truly great, and hopefully such a bipolar response could distract enough that he could turn the conversation back onto her, knowing that the question that would follow might expose the real complications of how things were. "Anything you've been up to that you haven't texted or called us about?"

"Well…" Carly unexpectedly pursed her lips, feeling a bit of heat rise in her cheeks that something didn't feel right about any of this, but maybe that was for another time, then suddenly shook her head and answered, "Nothing much I haven't already been telling you: going to school, learning Italian, enjoying the countryside, and…"

"Enjoying the boys?" Sam asked with a cocked eyebrow and a half smirk.

"Sam!"

"Hey, it was one of the reasons that you went, if I recall…" the aggressive former bully laughed, looking to see if shifting the more 'carnal' thoughts from what she and Freddie definitely did to the exceptionally low possibilities of what Carly might have done. "Do all the guys look like Ralph Macchio?"

"The Karate Kid?" Freddie said, looking over at her as she shrugged her shoulders.

"Momma likes what Momma likes…"

"I may have said that about the guys, but…" She looked to Freddie, feeling a bit embarrassed and maybe a little fearful that he thought she may have been doing that while they had their long distance relationship. "…that wasn't a real reason I jumped at the chance. I certainly wasn't seeing any when I got there if that's… you know…"

"Carly…" Freddie directed an understanding and supportive smile, and for a split second, every other problem melted from Carly's mind, just entranced by that handsome look she fell for long ago. "It's alright for you to have dated after we ah… broke up."

"I know…" The brunette was quick to add, "I still really wasn't seeing anyone. I may have hung out with a guy or two, but they really were just other kids on the base. We ah…"

"You don't have to go into detail Carly…" the blonde usual comic relief chimed in, "What happens in Italy, stays in Italy."

"I thought that was Vegas?" Freddie peeped with a cocky laugh.

"Can you let the poor girl have this, dude?" Sam laughed, her hand moving to her beaus arm for a moment, but recoiling when she saw that the newly arrived third wheel noticed. "I'm trying to give Carly an out here,"

"I know… and I appreciate it Sam," she replied with a sigh as she shook her head. "But it's not necessary. Nothing… like you guys… happened. I barely even kissed one guy."

"And how many girls?" her former cohost fired back with a laugh, and the look on Carly's face was one of pure terror.

"I… I'm not…"

"I'm kidding, Carls… relax…" Sam just sighed and shook her head. She turned her back to Freddie, allowing him to rub her back, away from Carly's prying eyes, and asked, "So, did you make any real friends… or were they just hanging onto you for iCarly?"

"Casual friends for the most part, settling into a routine mainly because we spoke English," she perked up when a particular person came to mind, "though…"

"I know that look…" her best friend pulled from Freddie momentarily, eager for the gossip that she couldn't deny she thrived on, "Did you really meet someone?"

"No… not like that… I guess… umm…" The brunette shook her head. "I ah… ran into Tasha. We were hanging out quite a bit for a while before she left. I guess because of the whole shared history thing."

"Tasha?" Freddie raised an eyebrow, unable to hide the excitement in his voice, as he sat up at attention. "You seriously just… 'ran into' her?"

"Um…" The Seattle brunette nodded her head and replied, unsure of why Freddie was acting so weird all of a sudden, "Yeah…"

"So… she's… doing alright… and everything?" Freddie idly asked, his mind instantly going back to an album on his computer filmed with 'artful and tasteful' shots of Gibby's both in and out of her clothes. He still couldn't believe Gibby would have cheated on such a girl, and not just because she was one of the most gorgeous women he had ever seen. The interactions he had with her didn't indicate her as anything but a genuinely kind and sweet girl. In fact, in a lot of ways, she had reminded him of Cat with her innocent view on life, while her 'lifestyle' seemed to point toward anything but. "Just… curious, I guess."

"Uh huh…" Carly answered with a hint of a smile, very fond memories of her friend coming to the forefront of her mind, and having a vague suspicion why he would be so fascinated with the girl. "She's doing fine. She was on vacation and doing a few photoshoots. I don't know if you knew, but she's pursuing her modeling career. Maybe acting too at some point."

"Oh really? I had no idea…" he said, feigning any kind of awareness. The lovely teens each raised an eyebrow, giving him a questioning gaze, as if to show that they weren't buying a cent of this act. "I mean… Gibby never mentioned her after the breakup, but… I, ah… I've caught a few of her shoots online… and stuff…"

"Freddie…" Carly started, looking at him with a glare that seemed creepily reminiscent of something his mother would pull on him. "I saw them too… so, I get it… don't be weird."

"Oh… I mean… yeah…" Freddie felt the need to clear his throat, still getting a super judgmental glance from his blonde partner. The muscular teen shrugged a shoulder and replied, "What? She came across a feed and well… they're very… artsy."

Sam waited a beat then asked with a deadpan voice, "You have them as a file on your computer, don't you?"

"I do…" He cleared his throat then replied, "I'm being supportive of her work."

The girls looked to him with a disbelieving expressions, but Carly couldn't help but agree with his true motivations as she thought back to when she got to see that beauty in person with smelling, touching… and tasting… her skin. She had to quickly clear her mind before she started feeling all those inappropriate feelings in front of her friends.

"So… anyway…" She quickly picked up to hide her thoughts, "We were hanging out a lot for a while before she had to fly off to some tropical island for a shoot… it was a lot of fun for a while though."

"Got to do all those girly things with her that I don't like doing?" Sam raised a playfully challenging eyebrow. She was about to make another comment about being girly, when her phone went off.

 _You don't know that I know,  
You watch me every night  
And I just can't resist the urge  
To stand here in the light_

Sam didn't even have to look to know, just from the ringtone, who was on the other end of that text. A look to Freddie, showing his phone, set to vibrate, confirmed this immediately. And made both their eyes widen a bit.

- _You kids have fun?_

Jade. And it was less about her message and more about the one above it, showing Sam's 'facial' from the night before that she'd asked for pictures of. The blonde cursed internally at taking such a crude picture, but reliving that moment of being 'baptized' by her one true love rekindled a few flames in her gut. Freddie had a firsthand look at the face and taking the pictures, but seeing that they were sent to Jade added a new, less than comfortable, level to the entire ordeal. Perhaps the reinvented blonde hadn't changed quite as much as she claimed. He'd have to gauge Jade's reaction later.

Normally, neither teen would have a problem shooting a text right back letting her know exactly what went down, but with Carly so close, and how 'interested' she was with how Jade factored into everything, it seemed better to just leave it be. They could reply later on if need be.

"So…" Despite desperately trying to play it cool, the 'couple' easily alerted the brunette who felt a bit disheartened to not be 'invited' to whatever in joke was going on. "You guys probably have… things… you need to do…"

"Yeah," Freddie nodded, still feeling a touch of betrayal from Carly, and he'd be lying if he claimed he wouldn't feel the same way if he walked in on her and Sam going at it after being left in the dark for months. "I have to… get ready for work."

"I thought-" Sam started, but Freddie moved behind her and after an almost supersonic speed squeeze silenced her, she knew that he had his own ulterior motives. The thing about sharing every single thing with another person is being able to nearly read their mind just by looking into their eyes and Freddie's always had something to say. Today it was simple- Stay. He wouldn't talk to her like a dog (outside of the bedroom, when she would ask for it, no doubt) but the commanding glance was more than enough to make her heel. "I got nowhere to be, I guess…"

"Oh ok…" Carly sighed, unsure if she was messing further with their plans and time together, but she secretly jumped for joy that at least Sam would be around. And maybe with her, she could get some info on exactly what was going down and why they were being so secretive. "Groovy Smoothie?"

"Yaaasss girl…" Sam nodded, completely letting go of what might be happening with Freddie, figuring that he could handle whatever might be happening with Jade at the moment. Today would be about her and Carly. Nobody else. Nothing else. Definitely not the big strong hands that were supposed to be holding her until noon, or the hungry smiling mouth that kissed and devoured her very soul, and most certainly not the big thick member that filled her to capacity and brought her to ecstasy. She just needed to ignore her primal hungers until tomorrow morning. How hard could it be? "Let's hit it. Momma is _starving_ …"

* * *

 **Benson Apartment**

" _So I take it you two had some fun…"_

"Yeah…" Freddie took a deep sigh as he stared at the image of his girlfriend on his phone, frozen in a look that captured her true, perfect essence, handpicked from the shots she'd taken with Tori. One look was all it took to remind him that the woman would one day be his wife. Assuming she didn't murder him- which her tone made it sound like. It wasn't angry or gruff really but there was this sliver of venom that dripped off of each syllable like she was building up for some epic destruction. "It was something."

"I see that…" her voice remained in a higher octave, just on the edge of being condescending. "Woke up to quite the sight this morning. Am I to take it that Sam's… 'makeup' was your doing?"

"Kinda… she… decided to do that…" he murmured, sitting on his still unmade bed, and just looking up at the ceiling. The date was supposed to make things clearer, but it had done anything but. He had fallen even further for Sam. He loved her and wanted her and needed her just like he needed Jade. The same need he felt with Tori. It wasn't supposed to be possible to 'love' three girls at once. But here he was, completely lost in how things were supposed to work from here. "Picture was her idea too…"

"I figured as much when I got the caption _'Wish you were here…'_ right along with that ridiculous facial…" the dark haired girl lamented, her voice wavering from her perceived superiority for only a moment. "Took me this long to figure out whether or not she meant it with any kind of sincerity… which is probably the saddest part of it."

"And what did you figure out?"

"That she meant it…" she simply answered, not wanting to go into details at the moment on why she believed Sam's sincerity.

There was dead silence on either end for several seconds as Freddie realized he shouldn't push Jade into any further explanation as one wasn't forthcoming, so he shifted to a fall back position and began, "Look… Jade, I'm sorry-"

"Don't," she cut him off instantly. "I suggested you do this whole thing with her… maybe not to that end, but I was the one who said to give it a try. Because I needed to know as much as you or her. So, don't apologize for having a good night. If anything, apologize for the shoddy camera work."

"Ah…" he cleared his throat, shaking his head, still unsure how it was possible to have this kind of 'hall pass' with someone. But Jade seemed to be in somewhat decent spirits so perhaps there was nothing to fear, so he could finally relax. "In that case, I'm really sorry…"

"Good," she said succinctly, and even though she was just a voice, he could just feel her eyes peering into his soul. "So tell me all about it…"

"Jade…" he began, his timbre shaking for a second as he lay back on the bed. The sudden rush of Sam's scent overtaking his nose proved this decision to be just as beguiling as every other in the last twelve or so hours. "You know how it… I don't think you-"

"Freddie, I'm in a big house all alone, still wrapped up in my bed sheets, and I'm lonely… entertain me… tell me a story…" Now she was purring- his kryptonite- using just the right tone and sound that made him want to tell and give her everything under the sun. "Just because I know how your little fairy tale ended doesn't mean that I don't care how it all started."

"Ok… but I'm just telling you…" the former tech producer cleared his throat and tried to find the right words to begin, "it's going to be weird discussing… our feelings… with you…"

"Humor me…" the beauty whispered, and he could just sense her grin. The desire to touch her, hold her hand, and bury his face in her body was absolutely palpable. "You know I like her… and she likes me… and we both love you… I doubt there will be any shocks here."

"Fine…" Freddie shrugged and did his best to set the scene, "it started when she knocked on my door…"

"Sounds like the start of some detective noir kind of story…" Jade mocked with an evident smile as she did a voice. "Dame walked in with boulders under her clothes and rocks in her head…"

"Do you want to hear this or not, babe?"

"Go ahead…" she grunted apologetically, "but for the record, you're no fun."

"She looked gorgeous…" the Seattleite said wistfully, thinking back on her outfit. "I wish I would have gotten a picture of her to remember for always."

"She sent me one before she went over there actually…" Jade's voice picked up a little like she was about to make another joke. Freddie hated losing his train of thought, but it was hard not to get sucked in to the energy of a playful Jade. "Tell your girlfriend all about the date and I'll send it over… but I have a feeling I know those dog ears got put to use…"

"We'll get to that…" he laughed, hoping he could just list off the events and it would be enough for Jade, but now all he could think about was that picture. "So, I drove us to Fondue Factory and-"

"I haven't been to a Fondue Factory in forever…" she interrupted once more, feeling no shame for breaking up his story. "Though I think they are all becoming Fondue Lodge's now. New owners or something."

"Yeah… I noticed that new ownership stuff, but I didn't think too much about it."

"Probably because all your thinking power was trapped in your other head…" Jade teased, and although he knew she couldn't see him, he hoped his head shaking eye roll would be felt through the phone. "Sorry… carry on… you took our favorite psychopath to a place with boiling liquids and sharp sticks…"

"I didn't think of it at the time… but yeah…" he chuckled. "Sam behaved herself though. We had three solid course, talked about what went wrong between us last time, and if another try was worth it."

"And what did you decide?"

"Jury's still out…" Freddie sighed, feeling a little bit of his energy drain. "She and I both screwed up so bad at the whole dating thing… but we also got better. I really like her and-"

"You love her," Jade corrected with a speed usually reserved for her slaps. "Don't avoid saying it or dance around it. She is head over heels for you, lost in love. And I'm as far down that same rabbit hole as I can be… don't be coy. Say what you feel."

"I love her. Like… it's not like anything I've ever felt for her or anyone else…" he whispered, fearing that the way he made this sound could most definitely make things so much worse with Jade. "Not more than you… or Tori… but at the same time… it feels like it's really similar. I thought I knew her and read all her moves… but last night… these last couple weeks… I've just… 'seen' her."

"That's some heavy shit, Benson…" Her voice didn't waver at all. It was flat, and there was something so much more unnerving about that. Like the calm before a storm. Like when a rattlesnake stops moving for a split second before it strikes. That was Jade West. "You want some… time… to figure it out?"

Freddie rolled his eyes unseen and chuckled, "I've had two weeks with her, and I think it's just all starting to add up."

"I mean… time free…" There was the quiet again. It was like his room darkened and now the lightning strike and roaring thunder were inevitable. "You know… free of other distractions so you can focus only on her."

"There's only so much I can do between school and work to keep-"

"Goddammit!" she suddenly shouted. "I'm talking about me, jackass!"

"Oh… Ohhh…" he repeated as the obvious finally washed over him. He felt shock then an unexpected emotion: anger. He snapped back at her, "No! Not a chance. I know what I want with you. Never want a day of my life that doesn't have you in it. Right next to me."

"Then what about Tori?" Jade asked, and he knew that her eyebrow was raised and the slightest quiver in her voice showed that this was proving a far more difficult conversation than she had planned for. "Vega is all kinds of fucked up over you. She's already sent me a paranoid text this morning about how you're probably going to dump her since _you_ didn't text her last night."

"Please tell me Sam didn't send that picture to her…" Freddie pleaded, rolling his eyes at how petty Sam might have been, especially knowing how fragile the tanned girl was.

"Lucky for us all, no…" the pale girl confirmed. "If Vega saw your little baptism showcase, she would have lost her fucking mind. That's how a big of a deal you are to her."

"I don't ever want to hurt her, and I definitely don't want to lose her…" he whispered into the phone, breathing out as he tried to find the right words for what Sam meant now, and what she could mean for the future, but had to take care of one problem at a time. His voice firmed up with perhaps a bit of the Beast slipping into it as he verbally put his foot down hard, "…but her or Sam does not take away or change what we have and going to have in a future: you as my wife."

He heard silence on the other end of the phone, perhaps his response throwing off his love's train of thought. He took the opportunity to pick up where his other feelings left off, "I know that for certain as I know the Earth goes around the sun, it's just that I just don't know what to feel on Sam right now."

There were a few more seconds of silence before the future world famous musician spoke. "You already have two girlfriends…" Jade started, knowing where this sentence was going, but still found it incredibly difficult to find the right words to suggest what she was about to. "Would three be bad?"

"Jade…" he quickly replied and she knew he was shaking his head because his nonverbal were more than a little predictable in a situation like this. "You and Tori have something truly magical. Together. Maybe even more than you and I, I think at times… and me and Tori have a strong chemistry. We have a triangle, and we are trying to make that work, and you are suggesting… what? A square?"

"Or a diamond… they are forever, you know…" Jade joked, but there was no hiding the extreme concern in her voice. "You love her. She loves you. I… I think I love Sam too. It's not the same… and I wouldn't want it to be… but she has already made a place for herself here."

Freddie cocked an unseen eyebrow, not expecting his future wife to drop such a revelation on him that Jade clearly meant love than just a 'friends with benefits' kind of way and making it a point to state that Sam had already made a place with them. It was his turn to be silent as he processed such a thing, wondering a bit how long Jade's feelings had been stirring in such a way.

The former tech producer finally gathered his wits and retorted, more than a little aware of the weak point of this plan, "And Tori? You think she, especially with how she's been lately, is just going to want to share more? That she's just going to be ok with Sam… being around… like that?"

"They got along well enough at my place that night…" the usual mean girl snapped back. "Tori is a big girl, and she and Sam could work something out. It's not like there's not plenty of you to go around…"

"Don't play to my ego right now, baby… I'm being serious…" he exhaled deeply and stared at the pictures on his nightstand. Jade. Tori. And one that had been a mainstay for years, of he, Sam, and Carly. "If it was just me being with Sam or Tori, it would be easy as they'd never cross, but when you and I want to have private time… they will be together. You think they're just going to make chemistry or something?"

"Jesus, Freddie… not everyone just has to bang someone when they are alone in a room with them…" Jade scoffed, and for the first time since the conversation began, Freddie could feel pieces of anger starting to churn. "Though, that philosophy makes a lot of sense when it comes to you…"

"Let's not do that…" the Seattleite cleared his throat, knowing that his girlfriend had a point about his… activities at times. "…but you're the one that suggested a 'diamond', so those points would have to meet. We're going to have to see how Tori feels. Talk to her. I will too. If she's completely against the idea, then we won't worry about this square diamond thing. I don't want to jump the gun just based on one night."

"Fair point… but this isn't finished…" the venom was back in full force, and for a moment, he wondered if she was just going to hang up, but she didn't. She just remained silent for a few seconds, collecting her thoughts. "And you aren't finished telling me about last night…"

He held his tongue for a few moments, letting her squirm for a bit, not out of any kind of one-upmanship, but to let her anger completely pass over her. He finally spoke, perhaps surprising her with stating, "You're right and I agree. This isn't finished. We will work this out together baby."

Jade remained silent again and he imagined her stewing, debating the concept of whether she could be mad at him for appreciating her concerns and agreeing with her.

"You still want to go through with this?" he sighed, knowing that Jade wasn't going to drop this, even after all the emotional outbursts and perhaps letting her mind focus on the present. She was like a shark smelling blood in the water. "We had dinner. I drove us back here. And she spent the night."

"Was it good?"

"What?"

"You know what, Freddie…" Jade had balanced her tone back to that stoic sound, as if she was taking in all the details, storing her ammo, and then would fire the cannon when she was ready. "The sex. I know you two had it. Was it good?"

"After what we just got through talking about…" Freddie's voice hitched just slightly, knowing that this was just Jade being Jade, but there was always the shadowy feeling that the subtext was what really mattered to her, "… you want to ask that?"

"Inquiring minds want to know…" she shifted into taunting now, which should have been another one of those predatory signs, but his goddess was gifted in drawing him in with her voice. "You don't have to rank us… I just want to know if it was good. Did she give as good as she got? Did you two fuck like animals… or did you… make love… like what _we_ do?"

"We did both," he said defiantly, believing that it was better to just fly right into Hurricane Jade than to just try and avoid it. "And it was great. We were in tune to what we both wanted and needed, both physically and emotionally. Soft and sweet, then hard and rough. And when we were done, we showered, bathed one another, and then held each other all night."

"Good…" the goth said coldly, and it was abundantly obvious that she was anything but fine with the information. It was easy to look at 'Seddie' as this animalistic, wild thing, but to see them be sweet… to be truly intimate like what she and Freddie had. It hurt a little. Sam's involvement was real, whether Freddie was ready to admit it or not. At the moment, being so wrapped up at Sam's potential threat to what she shared with Freddie, she failed to realize that she would share the same kind of true intimacy with Tori and briefly, when they weren't competing with each other for top spot, had done the same with Sam. "You guys get another round or two in this morning?"

"Sadly… no…" he said, fearing his long explanation was a bit too direct and might have left a real mark on the girl who was supposed to be his 'one.' "We were… interrupted."

"Oh shit…" the dark haired beauty exclaimed, dropping all the fear and worry that was overtaking her mind. "Mommy Dearest catch you?"

"Thank God, no… mom's not due here for another… ah… 20 minutes…" he said, looking up at his clock, and wondering if he should go ahead and dress for work so he could bolt when his mother came in, just avoid any and all questions. "It was Carly."

"Wowww… now that's a surprise…" Jade actually had to fight a laugh for a moment. Certainly lower stakes than his mom catching them, or the bullshit that happened at the school, but Carly was something new. Which meant a level of unpredictability. And she'd be lying if she didn't fear that yet another woman—his first love and the one he nearly died to save with the artificial parts in his legs to prove it—would finally fall under then Benson spell. "Did she walk in on you guys going at it? She always struck me as being kind of a snooty, goody goody… like Tori… kinda wish I could see her face as she saw you just giving it to Puckett…"

"Sorry to dash those fantasies, baby… but she just barely made it into the living room with all the awkwardness." Freddie wondered if he should even share this part at all. "I thought she was the paperboy, went to pay him…"

"And your dick flopped out?" Jade chuckled, just imagining him in his boxers as he couldn't hide himself, and running around like a cartoon character. "You gotta be careful, Benson… Could have been assault with a deadly weapon…"

"I'm sooo happy this amuses you… but no. I was wearing pants and I opened the door to see her and she got here like a full day early…" he shook his head and couldn't believe how great it was to see Carly at the worst possible time. "There really was no way for me to know…"

"Except look out the peephole, ask 'who's there,' or just ignore the door… so yeah… impossible…" the pale girl was still reeling and loving the fuming sound of Freddie on the other end, no doubt turning red in the face as he relived the embarrassment. "So what was so bad about that? Outside of your first crush checking out that hot body?"

"Oh, that part probably would have been fine…" he continued, leading up to the true giveaway of what had gone down in the apartment, "… if Sam hadn't rounded the corner, completely unaware, talking about wanting a spanking and wearing my shirt… and literally nothing else."

"Bitch stole my look…" Jade growled, but it was clear that she was completely in love with how it all went to utter awkwardness so fast. She was lying it she didn't admit liking the fact that the once/possible couple had gotten screwed out of morning sex. "So what did you do?"

"What else could I do?" the Seattleite tried not to laugh at his own misfortune. "Carly's naïve and stuff at times, but she's not dumb. Luckily, before any of us said anything too weird, she just excused herself and went to her apartment."

"And you guys went back to the bedroom…" the pale beauty assumed nonchalantly, well aware of hard it was to deter Sam from her base wants, whether it was food, sleep, or sex. When Freddie didn't reply, she had to fill in the blanks that she was wrong. "Or was the moment dead at that point?"

"Well, Sam figured we would just keep on going, but-"

"Sounds like her…"

"Pretty much…" he chuckled, unable to deny that Jade knew the blonde pretty well, "… but I told her that we needed to handle this Carly thing before she blew up or something else happened."

"So you decided to kill her…" Jade fired back matter-of-factly, as if it was the simplest answer. "Good plan."

"We decided to get dressed and cleaned up and then go over and try to explain ourselves…" Freddie remained calm, huffing out with every other breath, still clearly awash in how to handle this situation either. "Which unfortunately took some time because Sam couldn't find her underwear, and once she did, she put up a fight about getting dressed."

"So, we're in a love… diamond… with a toddler..." the mean girl couldn't help but throw a few pot shots when the chance arose. "Super…"

"Anyway, we talked to her… tried to smooth things out and tell her… some stuff…" the worried young man sighed, still shaking his head, lying in bed and staring at the ceiling. "Just the basics… and that's when I got your message and I wanted to talk to you…"

"The basics?" Jade quickly snapped, fearing how much was getting shared with someone who was known in places around the world and could really do a number on her fame chances. "What _exactly_ do you consider 'the basics,' Freddie?"

"Nothing really about you actually…" he did his best to cover his tracks and skim through every detail of the conversation. Jade did come up a couple times, but, once again, Sam and he were mentally on the same page of keeping that door closed. "She was just really surprised that Sam and I were having sex."

"Wait…" she said, and Freddie knew what was coming next, but Jade needed to figure out that message on her own. "So she didn't know you and her have been going at it?"

"Not at all…" he continued, feeling more than a little surprised himself, honestly, that Carly was unaware of the 'milestone' he and Sam partook of nearly a year ago. "She didn't even know that we did it when we dated. I think the whole thing was a total shock to her system."

"Jesus…" Jade was clearly wide eyed as her voice was surprisingly high at the idea. "Was she living in a convent in Italy or something?"

"Far from it…" Freddie shook his head and sat up, looking at the iCarly picture once again. "She was hanging out with a supermodel apparently. You remember me telling you about Tasha?"

"Maybe…" Jade said, and just from her tone, he could just tell that she was building up for some kind of comment. "That insanely hot girl you have pictures of on your laptop under 'Unimportant Dungeons and Dragons Character Sheets?'"

"How does everyone know about that?!" he exclaimed as Jade laughed on the other end, immersing herself in his awkwardness once more. "Anyway… yeah… her… she was in Italy with her and they hung out for a while. Part of me is hoping that there's more to tell there."

"And here I was thinking Carly was someone I should worry about…" the goth teased sardonically, "… when it should have been the pretty girl in the jerkoff material…"

"Hey… I…" the former cameraman began, knowing full well that there was no point in trying to defend himself on this, let alone against Jade on the topic. "It's not like I do it that often. I rarely have the chance… thanks to certain people…"

"Well, that is the plan…" she said sweetly and he could just see her grin, his lips aching to press against hers once more, "… nothing goes to waste."

"Something like that I guess…" he said calmly, still baffled how he ended up as this 'sex god' thing that they all seemed to be all over. "I know Sam would agree with you…"

"And now with Carly," her voice returned to a normal sound, with an almost 'too quiet' chill that laced her words, "… I assume you'll have some options…"

"Why would you say that, knowing my history with Carly?" Freddie almost stuttered, trying not to put anything toward the thought of having that relationship with Carly. He had truly dropped that part of his heart when he met Jade, knowing that there was no point in pining when he had the one. But still, seeing Carly, he was too busy in the first moment to admire her, and too ashamed in the studio to take any kind of 'attraction glance.'

" _Because_ I know your history with Carly, that's why," she was quick to point out. "You two never really got that chance while you were together—either time."

Freddie blew out a snort then replied, "Carly isn't exactly that type of person."

"And what type is that?" the dark haired girl retorted, and Freddie and could just feel like he was beginning to move into landmine territory. "The type that would love and cherish you forever like the three people who have basically offered you their undying support? Or do you mean whores? The kind that just crawled into bed with someone they fell in love with and decided to love and cherish you forever like the three people who have basically offered you their undying support? I'm a touch confused… because that's us. That's me. That's how our love began."

"Well, first, unfortunately, Carly was never really… that way… with me before she left for Italy. We had a couple moments that our teenage brains got ahead of us, but she was always quick to put other people ahead of me… and, as you can imagine, that put a strain on our friendship, let alone any kind of relationship. We never got remotely close to that point while we were doing the long distance thing. Secondly, if you _ever_ genuinely think of yourself as a whore…" His voice became stern again as a sliver of anger slipped through, his mind wondering if anyone at her school has been stupid enough to suggest such a thing—Beck readily coming to mind, "…we're really going to have a problem Jade."

Jade remained silent for a few moments, perhaps realizing that her subtle intimidation tactics that would keep everyone on their toes at school may have hit one of Freddie's unmovable principles and that was as if taking a head-on with a concrete wall. "It's whatever…"

"I would never even suggest that you are some kind of whore or something like that." Freddie continued after clearing his throat, trying to reign back a simmering of anger and imagining making Beck a little less pretty even if he wasn't one prone to violence, "You know I didn't mean it like that; I just meant that… Carly is really sweet and naïve about some stuff…"

"Like Cat…"

"You know she's different…" the former tech producer shook his head, trying his best to rapidly find the right argument that would prove his point and not make Jade mad at him or worst, get mad at her. "I just want to keep this part of things… under wraps with her. It's just your imagination that she would want to…"

"Oh no, it's not. She wants to."

"You don't know that…" he shot back as his train of thought derailed.

"Yes, I do."

"Fine…" Freddie decided to humor her. "How?"

"Well, for one, she's a girl. And you're super hot," Jade fired her words off as if they would be the end-all answers to his question. "Is she straight?"

"Yeah… I mean… I'm pretty sure…"

"Well, Cat is about 98% gay and she's all about riding the Freddie Benson Midsection Meat Train…" the beautiful girl carried on, knowing beyond a shadow of doubt that she was right and if given the chance, Carly would be all over him and before she could even get up there to visit, a love pentagon would have to be formed. "Carly wants you… it's just science."

"Well, Jade Degrasse Tyson, I think you're wrong…" he said, knowing that there was nothing but pure faith that he was right, and now that Jade had hammered the point, he could think of nothing else. "…we had plenty of chances and she turned them down every time. Nothing has changed that fact, especially after we broke up in realizing it wasn't going to work."

"But she's here now, not on the other side of the planet."

He answered with a regretful tone laced with a bit of anger, "And I was right by her side for years before that and it still didn't happen. Always pushed aside for every other guy then pretended our first relationship never happened for years…" He could have pushed harder on his point, his anger bubbling back up again about how he knew intimately how things didn't work out and didn't want Jade to speak as if she understood those years. "It's not gonna happen…"

"Alright… if you say so…" As much as she may have toyed with him about an emotional mine field, ready to potentially go off with the wrong step, she could hear it in his voice she was treading just as lightly with him. He never admitted it, but she could tell between the lines that as much as he may have been crazy about his first love, there was a lingering line of resentment that had never really been addressed and properly settled. "But if she knows… the idea is in her head now… and that changes things."

"Nothing is going to happen with Carly, though," he continued, pushing harder against the idea, much of the anger seemingly subsided, but he almost seemed like he was trying to convinve himself more than her. "And I swear… _if_ it does… you will be the first person to know and we can discuss it... though it almost sounds like you want it to happen."

"Well, I think giving it to the girl who gave you anything but would be rather cathartic…" Jade said, putting on a clear fake strength and weightless apathy to the statement. "So WHEN it happens, take advantage of the moment. If she's as 'innocent' as you want to pretend, maybe you'll get to pop that cherry… can't say no to that, right?"

"Jade… that's… don't do that…" Freddie sighed and rolled his eyes, knowing that she was lying and putting on a show and despite all efforts to get to the bottom of it, he knew the woman's motives were truly a mystery to everyone… herself probably included. "We will just see how things go…"

"I will make you a bet…" she whispered, sounding as seductive as ever, which was normal when a 'game' would arise between the couple. "If she hasn't thrown herself at you by the time I get up there, I will be your complete and total slave for one night."

"Thought you were supposed to get a punishment?"

"Well, make it a punishment, baby… that's going to be up to you… if there was even a chance I'm wrong… I'd let you pick out what toys I brought along…" Jade was almost giddy as she kept going, clearly getting off on the idea of this kind of wager. "And when she does spread her legs for you, I get the reverse… you do whatever I tell you for one whole night."

"You seem way too confident about all this…" he smirked as he looked at his longtime crush in the years old photo, hoping that he wasn't making a mistake with all of this. "Deal… but you're gonna have a hard time going through security with all I have planned for you…"

"Tempting, tempting, Mr. Benson…" he could see her licking her lips in his mind, a clear hunger that was shared between each of them. "Dangerous though. Maybe you'll tell me to put something nice and shivery inside and go through a checkpoint, just vibrating as the wand goes off, trying to explain myself... maybe why I'm not wearing any underwear… and I can go into detail about what's waiting for me… a big, thick, hard-"

"FREDDIEKINS! I'M HOME!"

"Well, shit…" he snapped out of her description. "Lost track of time, I guess. I need to go… cool off a little."

"Is there anything your mom can't ruin?" Jade said, instantly switching from steamy to steaming mad, clearly disappointed, and from what he could tell, she was also starting to 'enjoy' herself with the conversation's direction. "Not sure why you need time to cool off. The woman's voice could make the Pacific into a desert…"

"Yeah…" he laughed, loving the way Jade could just turn anything into a dirty figurative language. He had some jokes of his own, but he wouldn't dare risk his mom hearing any of them. "She's… something.

"Keep me informed on the whole Carly thing…" Her voice dropped to a sympathetic tone, "…if you need to talk more about it."

"Thanks, but are you ok if I explain a _few_ things about us?" Freddie asked, taking a deep breath, unsure if he or Sam could keep the big secrets. "I need to make it clear to her that I'm not cheating on you since she's caught me with Sam. I can't stand the idea that anyone would think I would do such a thing to you."

"I guess…" His words touched Jade more than she wanted to admit, believing him without hesitation. She audibly swallowed a forming lump in her throat and replied, "Tell her whatever you have to do to defend you honor. You don't have to lie to her… but don't just unload everything. Maybe don't mention Tori unless… you need to…"

"Of course…" he whispered, his voice mastering that exact tone that made her heart flutter. He understood her and she understood him. It's why they were made for each other. And also two other people apparently. "Love you…"

"I know…" she fired back, using her usual 'I don't want to say goodbye so here's a nerd thing so you'll forgive me' response. "Bye baby…"

The receiver clicked before he could respond, but it was soon enough as he came to the sudden realization that his room smelled of exactly what had happened in there. And his mom was coming in any second…

* * *

 **Carly Shay's Room**

 **Shay Apartment**

 **Bushwell Plaza**

 **Late evening**

Carly strolled out of her bathroom after finishing brushing her teeth, wearing a pair of silky pink pajamas that left a lot to the imagination yet made her absolutely adorable. Her long hair was loose and fairly layered falling over her chest and behind her back. She crossed the hall back into her room to find Sam was lying on one side of Carly's large, comfy bed and looking at her PearPad, presumably playing some game, but as she moved closer, it honestly seemed like she was reading.

"Hey…" The brunette walked up the steps to her bed then crawled into bed next to her, sliding her legs under the covers. She scooted up next to the blonde and asked, "What'cha doing?"

"Oh nothing…" she casually answered while quickly closing out her messages and the window, keeping whatever was on the tablet private. She laid the pad on her thighs and looked over to Carly with a tired, but genuine smile. "Just checking some of my messages, nothing too important…"

"Then… why did you close the window," Carly snorted out with an amused expression. "Were you looking at some dirty stuff I wasn't supposed to see?"

"Jeez, Carls… you are going off the deep end…" the blonde rolled her eyes, pulling the tablet closer to her stomach, in case the brunette decided to do a little investigating. "Because… you slipped into bed and I… thought it would be rude?"

"Rude?" Carly cocked an eyebrow. "Sam Puckett doesn't want to be rude?"

"What?"

"Something is seriously wrong here…" The brunette held her gaze, waiting for the blonde to fess up to whatever insanity was happening around them. Sam was different. Really different. She carried herself and talked and just plain seemed different. There was only one thing she knew of as a key change, so that's what her accusations clung to. "Okay, what's going on between you and Freddie, the truth this time—all of it. Everything."

"Seriously?" Sam sighed, realizing that she couldn't put off the truth any longer. Carly just stared daggers, and the blonde knew all too well what it was like when Carly got her mind on something. "Fine… I'll tell you whatever you want to know, but you have to promise not to freak out, okay?"

"I haven't freaked out already with the fact that Freddie is cheating on his girlfriend with you," she replied with a hint of disgust in her voice. "So that should tell you something."

"Whoa, Carls… hold up." Sam raised a hand and quickly silenced that view, "Let's get something straight before we go any further: Freddie is not cheating on Jade."

"What are you talking about?! You two just… did it…" Carly blushed a bit over her own statement, her mind naturally trying to paint a picture of the pair in the act of their lovemaking while simultaneously trying to scrub the images from her brain. There was still a part of her that hoped that what she assumed wasn't what really happened. "I mean… I caught you two after you probably… you know… had sex… together. You were just wearing his shirt when you-"

"Ok, yeah… me and him did… do the deed… after our date…" Sam licked her bottom lip and replied, "… but it's not cheating, I swear… It's… Jade's cool with it."

"Let me… I need a second…" Carly cocked a surprised eyebrow, not expecting in her mind such an absurd answer. She needed a few seconds to process the statement, watching Sam appeared a bit embarrassed. "Jade—his girlfriend—is perfectly alright… with you… having a romantic date… then having… sex… with her boyfriend… while she's not around?"

"I told you not to get all worked out, Carls…" The blonde sighed out and nodded her head, "Yes, she is fine with it. She even encouraged it a bit so that we wouldn't be lonely while we were up here and she was down there. I give the bitch a hard time, but-"

"Sam!" Carly cocked her head to the side, eyes widened at the simple flow of course language, let alone about someone who she was apparently doing a 'favor' for, and replied, "You have got to be kidding me Sam… I know it could be strange in Hollywood, but that's just…"

"I promised the truth…" The blonde nodded along and replied, "But that's Jade... What we have is… like I said… complicated… but it works for us."

"Works for you? You two just… having sex all over the place while he's away from his girlfriend?" Her eyes went wide for a moment and her jaw dropped, "Oh my God! Did he cheat on me before we broke up? Was he just having sex with girls while I was there?"

"You dated him for like three weeks… and never even sent naughty messages to one another…" Sam blinked for a moment, caught off guard by her panicked question then replied with a real, non-cynical answer, "No, of course he didn't cheat... Don't be ridiculous."

"Ridiculous?!" Carly sat straight up in bed and scooted slightly away from her longtime best friend. "He's cheating on her with you!"

"Christ's sakes…" The juvenile delinquent sighed again then replied in a firm, deliberate tone, "I told you Carly: he's… not… cheating… on her… with me. She's just… fine with it… and she can't exactly get on any high horse when it comes with him sleeping with me."

"And why is that?" the brunette asked in an acerbated voice with an eye roll, adding smarmily, "Is she having sex with some guy too?"

For a few seconds, there was utter silence in the bedroom as Carly waited for the truth after her joke and Sam tried to figure out how to answer that question, be honest, and also maintain the desired privacy of what might make up her sister wives.

"Ohmygod! She does!"

"Look… Carls… Jade and I… we have… an understanding…" the blonde did her best to try and backtrack so that her best friend wouldn't get the wrong idea and make a way bigger deal out of this than there needed to be. "She has someone down there to keep her company and she doesn't want Freddie to be… lonely while he's up here."

Carly's eyes went wide again, trying to process another startling revelation about the situation where 'complicated' doesn't begin to cover it. Her mouth opened and closed a few times before she could finally find the words.

"And Freddie is cool with that?" She quickly rolled her eyes and added, "Of course he would be fine with it… he gets have his cake and eat it too…"

"Never been compared to cake, but…"

"Sam!" The brunette snapped her head to face her best friend and tried to look menacing and disappointed, but it did little more than make the blonde smirk a little bit. "I just don't see how any of this is happening. Everybody just cheating and having sex with everybody… like it's a soap opera or something…"

"I don't want to get into details about something that is private between Freddie and Jade…" Sam sighed, laying back down on the pillow and staring up at the ceiling. "It's not my place to be talking about it and the fact that we've had to tell you it's going on in the first place has been too much…"

"I've known you for over ten years… sharing everything… every secret under the sun…" the dark haired beauty said, eyes still wide, staring down at her bedmate, "and you decide to grow a conscience now?"

"I promised to tell you what you wanted to know, but… I have my rules," she fired back, leaning over and looking up at the former star of their show. "You want to know about me and Freddie, it's fine… but just not what's going on with her."

"Then tell me about that…"

"You want details?" the blonde raised an eyebrow, but seemed completely serious as she asked the question. "You really want to know what you missed out with having the long distance relationship?"

"Sam!"

"I know you wondered… it's ok, Carls…" Sam continued to smile and offered, "but if you want me to tell, you gotta stay cool. Once that door opens and you hear this… there's no going back. Won't be seeing the nub as a nub anymore…"

"It's Freddie… he might surprise me… but it's not going to be anything crazy…" Carly laughed as she relaxed back into the bed, clearly unaware of how far this story would be going and what she might learn. "So, you guys flew up and here and you decided to lose it with him?"

"Lose it?" Sam looked confused and then quickly realized exactly what Carly was talking about, and then a wave of warm hit her cheeks hard. "Oh… that… well… It wasn't… recent…"

"You had sex before Freddie?!" Carly's eyes flew wide once again, which was getting to be a little bit of an irritant for the blonde, who disdain for melodrama was well known. "I can't believe you didn't tell me… who-"

"It was Freddie…" the blonde shook her head and rolled her eyes. "Last year. When we dated. One of the nights I slept over here, I snuck over to his room and… it happened."

"Wow…" Carly stared at the look on her former cohost's face and could see the sadness and a few other emotions bubbling up behind her face. "Was it really that bad?"

"Oh… no… it was… the opposite…" Sam seemed to be in a trance as she relived the memories of that night in her mind- the light of the tv illuminating the moment she became a woman, surrendering her virginity and soul to her true love. "I just… I still am trying to get over that things went bad… the breakup… not gonna screw it up this time…"

"Well, just screwing him randomly probably won't help…" the pale girl said, earning a glare of pure fire from Sam, who tensed her fist, seemingly ready to strike. "Just saying… one night stands don't… usually…"

"Yes, Carly… we had sex the night you before you came back…" the former bully said, hoping that the issue could be put to rest and the comments could finally take a break, "…and we've had quite a bit… since we got back."

"It wasn't… it wasn't a one time thing?" the former web star seemed a bit shocked at the information, somehow finding it harder and harder to see her two best friends doing stuff like that. Then an even more unnerving thought struck- "Oh… not in my bed have you?"

"No… no one wants to get fucked in hot pink Barbie sheets…" Sam took a pot shot of her own at the bright color of the linens of the room, just as much as a revenge for Carly's comments as it was a dig at her former girlfriend. "It's either his place or any place else we can find that's private…"

"Seriously? Any place else?"

"Within reason…" Sam cocked an eyebrow and smirked, thinking about the various places they had a good time, while she answered, "Well… we can be a little adventurous at times…"

"I seriously cannot believe I didn't know about any of this stuff…" Carly heaved a breath, her mind racing with what to say or do next with this information. She would never repeat this kind of thing to anyone, outside of the two people who were the current topic of discussion, but she was completely baffled. "You guys had actual sex… and I had no idea for months… and after that… there's this weird mutual cheating thing you guys are into now… I just… like, I can't even…"

"It's a lot… I know…" the blonde sighed, shaking her head and letting her own mind review the full events that led to this moment, knowing that she knew a metric ton more that she could, but shouldn't, share. "He makes it worth it, though…"

"Okay, I know it's Freddie… but…" She licked her lips, knowing that this was the door that Sam was talking about- the one where knowing would change everything, but her curiosity was just too strong, and believed the consequences wouldn't really amount to much. "I was wondering… what's it like?

"Can't exactly recommend being in a love triangle…" she laughed for a moment at her own joke, "or any other shapes for that matter."

"You know what I mean…" the far more innocent web host pushed back, turning on her side to face the blonde. "What's it like… you know… being with him?"

"Good."

"Just good?" Carly couldn't believe the blasé attitude of her best friend on something that was as big a deal as sex. "That's… that's it?"

"Fun?"

"Sam…" the brunette huffed, and wanted to smack the blonde, but a sly grin was starting to grow on her face. "This is awkward enough… I just want to know…"

"Jeez, I guess you really want the details," Sam rolled her eyes, turning onto her back and running her hands up to her chest, just to make sure the trip down memory lane wouldn't have any evident effects on her body. "You sure?"

"Yes…" Carly frowned, feeling more embarrassed by the second with her cheeks beginning to flush a lovely pink hue. "I already know you two… did it… I just… I want to know what it was like… that it was… good."

"Ok…" Sam could see how uncomfortable her longtime brunette friend was becoming, so she continued in a fairly supportive tone, "I'm sorry, by the way. I saw the look of disappointment when you caught us… and if this is upsetting, I want you to know… that I am not hundred percent proud of everything that happened between me and him. I know you two had this… 'thing' for a long time before… and after me and him… had our thing, so yeah, you did get cheated out getting to… 'experience' him."

"What do you do?"

"Seriously Carls? Do I need to draw a diagram or something?" she shook her head at how awkward Carly was being, which was the exact opposite of what she really needed after this stressful day. "We both took sex ed so… you know… how the parts connect and-"

"I just… I mean, I've heard things…" the thin teen whispered, her cheeks burning with the dirtiest of thoughts as to what might be revealed soon. "I've… seen things online… some that I never wanted to see, but… it's not like that with him, is it? It's not gross and messy and belittling, right?"

"Well… I…" Sam wasn't initially sure what she was being asked and showed it with a slight squinting of her eyes, but she tried to take a stab at it. "I've never been _with_ another guy, but I've been around plenty—good and bad—to know why girls can worry about them."

"But what about Freddie?" Carly interrupted, earning an annoyed glance from the blonde who was clearly warming up to the point. "Sorry… go on…"

"Freddie… he's… nothing like anyone else… always caring… going from the softest… sweetest lovemaking to…" Her smile grew to a wicked grin as her mind went to another place. "…the hardest, roughest and dirtiest fucking you can imagine with him bending me over something and just plowing me with a nice spanking or drilling up against a wall until we're banging it so hard that pictures begin to fall. I mean, there are times that he looks at me and I swear I can feel his cock inside me."

"Holy jeez…" Carly's eyes went wide as she seemed to only process initially the latter half of Sam's general description. Her mind couldn't wrap itself around the usually sweet and sometimes sycophantic boy being one of those sex monsters from the porn movies. "So… ah… it's really, rough for you?"

"Only when I really want it… which is… well, a lot." Sam gave her a faint smile, hearing the shock, and a touch of disappointment in her friend's voice "It's not all like that. Okay, yeah, you know guys that would love to just use a girl for a plaything, but with him, I love it. I love when he takes control…"

"So he's kinda like Christian Grey?"

"That asshole has got jack shit on Freddie…" Sam bit her lip, remembering the highlights of the last couple weeks, especially him taking her at the club. "He just has this power in his voice and in his hands that just… it's so strong and capable. It's one of the major things I regret…"

"I thought you said that you liked it?" Carly was completely drawn into the description, almost overwhelmed with the images, melding the bondage based Grey character into this fit body that lived across the hall. "I don't-"

"I regret not telling him… I never made it clear how much I loved when he would take over while we were together." There was clearly a memory lane trip happening behind Sam's eyes and Carly was a little jealous that she couldn't take the journey as well. "He's… sensitive and soft, like I said… so he likes gentle stuff for the most part- kissing, touching, slow thrusts, and stuff like that- but if I had asked… well, as I said, when I ask, he's more than willing to let that absolute Beast out."

"The Beast?" Carly almost giggled, but Sam's face didn't show a sign of a laugh, as if this creature in Freddie was as real as the two of them. The stoic look also kept her joke about the blonde being 'Belle' if he was a Beast from slipping out. "So you… umm… don't care for the ah… softer stuff?

"Oh, I enjoy it… and when he touches me, kisses on my neck… I absolutely love that shit…" Sam nodded her head, just staring up at the ceiling, "… more than I'd ever admit to anyone other than you—but sometimes… there are just those times… that I really, really just need a good _hard_ fucking."

"You really like that word…" Carly tried to make a joke again, this time finally getting Sam to crack a little bit of a smile. "You curse a lot now, I guess…"

"No other word for it, Carls…" the blonde shook her head. "When he is shoving that thing deep inside, over and over, hitting every nerve…"

"Making love is usually the term I think about…" the brunette replied back, her own mind wondering what she might like in the bedroom. She had imagined herself as Anastasia Steele more than a few times, but as Sam was talking, practically glowing as she talked, Freddie was starting to take center stage in some of those fantasies. "When… you know… the thought happens…"

"And we do make love… that's what he calls his stuff with Jade… like last night… when I need something softer— or, usually, he needs something softer—it's… it is like all those silly girl fantasies rolled into one and coming true. He's sweet, attentive, and doesn't stop until I'm satisfied… and then some." She glanced down at her chest and remarked, "And he loves being attentive to all my body's needs… my girls certainly love the attention. He goddamn worships them. Sucking, kneading, licking, and even some pulling… He's almost made me cum a few times just playing with them like that.

"Oh wow…" Carly looked down to the front of her button up pajama shirt, unable to stop herself from comparing her front to Sam's much more full chest. "Probably not a lot to be done on me, I guess…"

"You'd be surprised…" Sam cracked a smirk as she knew the comparison was happening. The same thing happened a couple times with Cat, very jealous that she didn't have much going on up top, but the thing about Cat was that she was easily distracted. But Cat was the last person she needed to think about right now. "He is kind of a boob guy... me… and of course, Jade… and T… I mean…you saw how he was acting about Tasha…"

"Yeah… she's… gifted…" Carly said slowly, just imagining all those girls, with their big chests being adored and how her more waif-y body wouldn't be anyone's idea of 'hot.' "So, he just plays with your boobs and sticks his thing in? That's it?"

"That's like a tenth of what it's like… I just can't quite find the right words to describe certain things… he's just everywhere…" Sam paused, her brain clearly tossing between reliving powerful memories and searching for less than embarrassing, but still hot, Freddie descriptions to explain. A quick glance caught Carly's eyes zeroing in on the blonde's lower half, where her boy shorts met her upper thighs. "I know what you're thinking… and yes…"

"He… does that?" the former web star bit her lip this time, her mind running wild with what she was being coy about. "You mean, he touches… down there… too?"

"Yes he does…" Sam grinned, happy to find something that would really stoke Carly's imagination for the night. "With his mouth too."

"He goes… down… too?!" Carly tentatively asked, feeling her own downstairs warming a bit from the idea. "He enjoys that? Doing that for you?"

"Most times, I don't even have to ask… he can just tell that I'm horny… and in seconds, I'm an all-night open buffet for him…" She paused to sigh through a deep grin, then continued, "… and he enjoys making sure I'm satisfied and his tongue is magic. I think he's got some rule of always making sure I have twice as many as him. Three times as much… a few times… he's-"

"Twice as many?!" Carly was completely flabbergasted at this information, and dind't even register the triple idea. She had heard from all the guys on base that it was a chore, and from the girls that their guys didn't like it, and to know that none of that was true, at least with her longtime neighbor, ex, and friend, seemed impossible. "So, does that mean you ah… return the favor? I know guys are really eager for a girl to do that for them."

"Return the favor?" Sam cocked an eyebrow and flippantly answered, "You mean suck his cock? Ohhh yeah, mama enjoys her meat."

Carly's eyes went nearly bug-eyed as she snapped, "Sam!?"

"What?" the former delinquent asked while squinting her eyes. "Man meat is still meat… and Freddie's… fuck… I can't get enough of."

"Ohmygodd…" The brunette web-star looked like a fish out of water, something that was becoming too common as the conversation continued. She finally found her voice and asked, "I mean…" She glanced down to her lap and continued with a muttering, "I just can't… you know, imagine putting something like… that… in my mouth."

"And that's your prerogative…" Sam laughed, licking her lips, missing his salty savory flavor dancing on her tongue. "I'm extremely choosy when it comes to… that kind of meat. He's the only one I've had and I have zero interest or want to try any other sample. Boy tastes like bacon, porkchops, steak, a burger and honeybaked ham rolled into a nice-"

"I get that… kinda…" Carly wore an uncomfortable expression as she pushed on, "… but it doesn't make you feel… dirty, degraded having to… put that in your mouth—get on your knees."

"Carls…" Sam turned a disarming smile to her bedmate and replied, "I've done plenty of things with him and that… delicious fuckstick… that could be considered dirty, but… that wouldn't be one of them."

She watched the look of confusion to embarrassment morph on Carly's face. She continued, hoping to get her more 'innocent' friend to understand where she was coming from.

"Look, I understand why you would think that way and for most other guys, you're probably right, but it's not like that with Freddie. He's not one to pull any of that chizz another guy might try… forcing, guilt tripping, or trying to be all manipulative to coax a girl into doing it." The blonde took a few moments to think through how true that statement actually was. "He does that… forceful stuff… with me because he knows I like it. He enjoys giving me the kind of thrill I couldn't ever have with anyone else… I'd never trust anyone else to do that with… and I do that with him for the same reason- I love the act and if I could spend all night sucking on him, I would. It's not like we're trading favors in doing that… we do it because we both want each other so much… and…"

Sam paused for a moment, looking into Carly's eyes and knew that the dark haired girl could see the same emotions that Freddie and Jade, and eventually Cat, saw- she was head over heels, in love, with Freddie and completely in awe of the former tech producer. But unlike the others where there was some judgement and concern, Carly just looked hopeful and happy for her.

"It might not be your thing to crave like it is mine, but… it can be all lovey dovey too. If I really stop and think about it, it can be pretty intimate too, just as intimate when he has his mouth all over me then down there. And when I push it… get that thing deep in my throat, gagging, and I don't let him pull me off, there's something so powerful about choosing his body over air…" Her smile grew again, seeing the combined horror, curiosity, and desire flickering in her bedmate's eyes as she finished with a cocky tone, "And for the record, I'm not always on my knees; sometimes I'm on my stomach in bed. Or laying on him while he's eating me out…"

"Wow…. Just… just wow…" Carly had to take a few moments to process what Sam was telling her, trying to reconcile all the crude stuff she had heard during school with other girls with how it was something intimate to share with Freddie. This was the kind of love that she dreamed about, many times with him, when she lay in bed. She looked back to Sam, curious as to how this all might end. "And what happens when he's ah… ready to finish? Or do you stop before he finishes."

"Finishing is rarely the finish for us…" Sam's smile grew and she licked her lips. "But that's where we have some real fun… and, save for drilling religious experience orgasms into me, probably my favorite part."

"Real fun?" If it was possible, Carly's eyes went wider, trying to piece together the new revelations with what her already overworked mind was trying to process about Sam and Freddie's lovemaking. She breathlessly uttered trying to string the pieces of Sam's statement together, "Your favorite part?"

"Oh yeah…" Sam raised a sly eyebrow as with a wicked smile that held an alluring secret. "Of course. Sometimes we stop just before he's ready to blow, usually so he can get a taste of me and hold off for the main event, other times, I don't stop until he completely unloads—usually in my favorite spot."

Carly nervously swallowed, looking like she was on the edge of her seat despite lying on her side next to her gorgeous friend. "And ah… what spot's that?"

The blonde parted her lips and slyly tapped the tip of her tongue with the pad of her pointer finger. "Right here…"

"You let him…" the dark haired girl was almost gagging at the idea; she'd seen girls in porn show that stuff off and it didn't look remotely appetizing. "… in your mouth?!"

"You bet, Carls…" Sam was feeling the all too familiar warmth as she relived some memories of her lover just exploding to her ministrations, filling her mouth until her cheeks puffed out to hold it all. "And there's usually a lot… but I just take a little at a time, and let it just… ooze down my throat…"

"You swallow… that too?!"

"Duh…" Sam cocked an eyebrow and answered, "Why wouldn't I?"

"It's so…" Carly tried to respond, coming off as flabbergasted that Sam would do such a debasing act… mixed with all the things she imagined about such a thing from her sex-ed classes, and swallowing his… stuff… wasn't in the curriculum. "Because it's, it's… ahhh…"

"It's a-fucking-mazing is what it is…" Sam lazily shrugged a shoulder and replied, her smile growing as she went on, "Can't speak about other guys, but Freddie… mmm… it's better than the best seasoning on a delicious steak. Probably because I work for it, and I earn every bit of that cum… It's nice and salty then a sweet aftertaste… Mama can't get enough of it."

"So you do… that… on your own?" the clearly mind blown young woman asked, still dealing with the realities that what she was hearing was not only true, but true about her two best friends. "He doesn't… you know… make you do-"

"Not a chance…" The blonde gave her friend a half smirk, understanding where she was going with her question and answered, starting to get hotter at the thought as she went. "I do it all on my own. I get down on my knees because I want to. I get his big cock out and suck and lick and stroke that thing until he grunts and gets me ready because I want to. And when he jizzes all down my throat, I'm a very happy girl. So, no… I certainly don't need any coaxing to accept that delicious treat. He's always considerate on where he finishes—unless of course he miscalculates it, but that can happen to the best of us. He doesn't and wouldn't guilt trip me or anything to swallow him... and besides, he swallows me when he goes down on me, so it's only fair."

"Wow…" Carly nodded her head as she processed that Sam not only didn't object to letting him finish in her mouth, but eagerly enjoyed it. She had to also struggle with the thought on the surprisingly logical stance Sam took when she was one for emotions guiding her. The more she heard Sam speak, the more it was turning all her preconceived notions about sex she had learned in classes and from her classmates on their head. Something she thought would have been disgusted and degrading, she saw more and more in a new light that it was just something intimate to share, particularly with Freddie. "That's just…"

"Yeah… it is…" Before she could get too lost in thought, Sam continued, "…and that's not necessarily the only place he can finish…"

"You mentioned he… mistimes it…" Carly said, trying not to biter her lip and envision such a thing happening. "So he does get stuff messy?"

"Oh yeah… he can make a big mess… but it is never unwelcome. The brunette turned her eyes back onto her friend as the blonde continued without missing a beat. "There is always the face… oozing and dripping all over… makes me feel all dirty in all the right ways and…" Her smile grew bigger as she added, "…makes a good moisturizer too."

"Holy cow…" Carly looked horrified imagining her friend in such a condition as she had ran across one time of some explicit videos of women being treated that way. She incredulously asked "So he marks you… like a…"

"A bitch?"

Carly closed her mouth and blushed for a moment then snapped, "Sam!"

"I'm just saying…" Sam smiled at her friend's outrage for her as if defending her honor for ever being referred as such a thing then answered, "If you're thinking it's a sign of some kind of ownership, like I just said, it is, in a way. Like a badge of honor… something I've earned. And I've done the same to his face after he's made me a buffet out of me. Now that can be a mess…"

"That's just…" The former web-hostess's imagination took a turn towards imagining Freddie pleasing her in such a way and finishing in explosive proportions that may leave her release on his face. "I… I can't even…"

"You shouldn't get hung on that because there are more places he can finish that you might enjoy a lot more…" She reached for her chest, palming under her hefty girls under the shirt and clicked her tongue. "Sometimes… my girls just need a good coating… to remind them who they belong to…" Her hand trailed down to her tank top covered belly and patted it as she continued, "…then there's the good old fashion stomach finish, but that's usually after we've done the deed and he's not ready to call it a night yet…"

"And there's… a lot?" Carly swallowed the lump in her throat, watching Sam nod as she grinned, then asked, "So… you two… enjoy one another and he finishes, then… then what happens? Are you done?"

"I told you finishing doesn't necessarily mean _we're_ finished. After he's shot his load, I try to let him relax a bit, but…" She licked her lips, imagining his taste. "Sometimes it's just hard to give him that chance. I know J-" Sam caught herself, not wanting to expose the fact that she and Jade had done such things with him… together. "I, ah, know I… could be… called out… by someone… about not letting him recover."

"You don't let him sleep?!" Carly exclaimed, completely oblivious to the truth, and Sam was a bit thrown because it seemed so odd for Carly to be unaware. More than Cat, even. "You just… keep going?"

"He can go again—not just one pop and stop like some guys—but he's just as sensitive as anyone else after …popping and…" She rolled her eyes and sighed, "I can… prime him too well before hand that can cut into how long we can have fun the next time, and I might not let him… restock the armory, I guess you could say… but anyway, when he's ready and I'm ready then… some more magic begins…"

Her hand couldn't help slid down her stomach and between her legs, imagining his powerful organ parting her nether lips and sliding into her more than willing love sleeve.

"Wow… ok…" Carly could see Sam was getting lost in her imagination and quickly asked to keep her in the here and now, "So… on your back?"

"I mean…" Sam opened her eyes and turned her attention back to her presumably innocent friend in such matters. "It depends…"

"I assume it's on the bed—though you did mention there have been… other places, when he… slips inside you," she hesitantly added, feeling the continuing churn of embarrassment in her stomach. "This is so insane…"

"You asked… I'm answering, Carls… you can back out at any moment…" the former bully of Ridgeway said, eyeing the paler girl who seemed to be weighing that option. "When we do use a bed, on my back is just a good a place as any, but that's just one of many options when he's ready to… put not-so-little Freddie… inside me.

"I'm sorry…" Carly knotted her brow, not understanding the comment. "What do you mean-"

"Oh jeez, Shay…" Sam snorted out a laugh and answered the unasked question, "Let's just say that our Freddie is a little… above average… in size, but not something grotesquely inhuman or some shit. He knows what he has… and certainly knows how to please a woman with hit all the right places with it."

"So… yeah… you said a lot of words about it being big before but I… I guess I thought you were just saying all that… wow…" The brunette bit her bottom lip then quietly asked, using her left hand to point with her index finger and the other hand to make a half closed fist, moving them closer together… "Does it… does it hurt? When he…"

"Well, first off…" the blonde smirked as she pulled Carly's left hand away and crossed the middle and ring fingers with the index, then moved it back to its collision course with the nearly closed fist. Carly's eyes went wide at the very idea of such a thing, her cheeks burning with embarrassment. "If we're talking anatomy and pain, it's best to have the right idea with the metaphors."

"Ohmygod…"

"But look… it's hurts at first…" Sam took a deep breath then answered just as quietly, knowing she couldn't kid about such an answer. "No one can help that, not even him. He usually tries to make me cum a couple times, and let me tell you… even if you're lubed up like a slip n slide, it's gonna be a little uncomfortable those first couple inches…"

"Yikes…" Carly winced, unable to stop thinking about sex in all the ways she had seen it, but Freddie's face and her image of his 'equipment' kept popping up. "So it is bad?"

"Like I said… for a few seconds… but then…" She grinned and whistled before finishing, "…holy fucking shit… pain is the absolute last thing on your mind with how he treats you, unless you're into that kind of thing."

"Pretty sure that's not me…" Carly nodded her head and with the look in her eyes, she was imagining him doing the same with her. She focused enough of her mind to ask, "Then?"

"Then… it can be… all… I don't know… touchy feely… but in the best way… being so close to him… surrounding me and being pretty intimate, but…" She let her words hang for a moment for Carly sake and a bit of her own as she was loathed to admit it, those quite moments of intimacy were pretty moving to the system. She quickly forced a smile, shaking her head out of those thoughts then licked her lips. "I don't mind a little cowgirl. It lets me set the pace from soft to hard, slow to fast and frees up Freddie's hands to roam all over me and…"

"Yeah…" Carly encouraged, trying to find the best way to sneak a hand down to touch herself to relieve a little bit of her tension, but Sam was so close, there was just too much to risk. "Keep going…"

"Mmmhmm… you don't even know, Carls…" She closed her eyes for a second and just mentally felt what it was like being on top of him, sunk completely onto his manhood that brushed against her cervix and his hands roaming her body, particularly cupping under her girls for a deep tissue massage. "Putting his cock at my entrance… sinking completely onto him… taking every single inch as far as it will go… kind of trapping him really and choosing how he'll finish…"

"Mmmmhmm…" Carly's mind drifted to such a scenario, specifically during the time she shared her first kiss with Freddie where he was lying on his back. He had just his robe on while lying there and it would have been so easy for her to open it up, slip her clothes off and climb on top of him. She could gently ride him or lean forward and snuggle with him while they were connected and what made it even hotter she wouldn't admit, was that he couldn't escape and couldn't help but finish inside her if she chose. "That's… just wow…"

"Oh yeah…" As Carly's mind continued to play out the scenario, Sam watched her writhe a little at the fantasy, and didn't want to stop storytime until the perfect moment, so she continued with a sly grin on her face, "There's always spooning too. It's a great way to really do it, and do it all romantic, especially if we're both tired, wrapping up, or just want to snuggle. Sometimes, he doesn't even really pull out once he's done, just trying to stay in me as long as he can while he's holding me and we just fall asleep… It's quite convenient when he gets a hard on in his sleep just to pick up where he left off while we're asleep. I know he's had to pop inside me once or twice without either of us realizing it."

"Wait…" Carly finally started realizing the consequences to her imagined scenario when Sam was so blatant on how they finished. "You ah… let him… finish… _inside_? What about a condom?"

"Not to get too into it, but those can get expensive after a while…" Sam sighed then patiently answered, "I know all about forms of protection and, as much as we can be… into it… we're still careful. We do use them at times… in case we're either in a hurry or can't afford to leave a mess, but it's not a regular thing at all. I don't like the way they feel compared to the real thing, and I know he doesn't care for them either. Plus, I'm on the pill just like you are…"

"Yeah…" Carly was hesitant to admit it, but Sam as right about the 'innocent' teen using such protection even if she wasn't active. Her parents were barely out of high school when they got married and her mother had Spencer, so her father hadn't been naive about the possibility of her daughter becoming active when she was old enough even if she wished it would have been with someone she would be committed to. "Still… it's kinda risky, though…"

"Well, yeah… but that's true of everything. Condoms break too." She lifted the hem of her shirt to show off her smooth, pale belly. She patted over her belly button and remarked, "Sometimes he has so much I think I'm definitely gonna get pregnant… but then I think about what that would be like. Like it wouldn't be the end of the world."

"Really?" Carly said, her mind finally hitting a roadblock from the intense turn on of her imagination. Now all she could see was a very pregnant Sam eating a bucket of chicken off her baby bump, laid up on the couch downstairs. "I guess… I just never saw it… that way…"

"Thanks for that…" Sam rolled her eyes and turned over. "When you have as shitty of a mom as I have, you learn things…"

"I didn't… I wouldn't…" Carly was scrambling for the right words, and finally reached her hand out to Sam's shoulder. The blonde flinched for a second, but she allowed the touch to happen, actually relaxing a bit as she needed some outside stimulation to help bring her off of the roller coaster Freddie's memories had brought. "You're so much better of a person… I guess I just never imagined you two would get back together… or start a family."

"Let's not get ahead of ourselves, Carls…" the blonde whispered with a sigh as she turned back over to face her friend. "I know who Freddie will marry and have kids and a life with. It's just a fantasy. Let's get so me sleep."

"Ok…" the dark haired girl said with a sigh as she tried to get comfortable once more, despite the fact that she felt like she would burn right through the sheets. "If you change your mind and want to talk about-"

"I won't…"

Carly knew this wasn't worth making a big deal out of and when Sam wanted to open up again, she would. The girls settled onto the bed, each one heading off to dreamland. One searching for answers for her future, and the other re-examining her past, and wondering what would have happened if she had made a very different choice.

As each girl slowly slipped off to dreamland, Sam's Pearpad slipped from the sheets, landing on its edge and cutting on for just a moment. Had Carly been awake to see, she would have gotten her curiosity sated to the blonde's viewing habits. Though why the usual tomboy was looking up advice on introducing someone to polyamory probably would have raised more questions than answers.

* * *

 **I can already hear it now... "New chapter after months of waiting and no sexy times?! How dare you?!" Yeah, yeah, I know... but I promise this issue will be rectified very soon. Our cast is slowly increasing and there are more than a few surprises ahead. I won't give some timetable for the next chapter but ideally it will be up soon-ish and will give some real insight into Carly's mind after the nonstop bombshells. Of course I cannot wait to hear the feedback and look forward to your reviews/comments. So, as always, thanks for reading.**


	2. What I Should Have Done Years Ago

**SVAD and I went back and forth and back and forth on whether this belonged here or if this should have been in the Dream collection. Clearly, a decision was made and I hope everyone enjoys. Once again, this is the dream Carly has at the end of the last chapter and will probably influence her behavior in the following chapters. SVAD (The Creddie to my Seddie) wrote most of this a while back and this was what convinced me the plan for KTR3 could really work. Without further ado, here is: What I Should Have Done Years Ago.**

* * *

Carly sighed as she entered her apartment, being welcomed by the dark, silent living room. She cocked her head and wore an impatient expression, mentally kicking herself in forgetting that she should have expected the apartment to be empty, quickly remembering Spencer was having a guy's night out with Socko and some of his other friends.

Part of her was elated that he wasn't there as she would have to explain why she was home so early from her date… but then again, there probably wouldn't be much questioning as he didn't know she had gone out on a date after the show in the first place, so… yeah. In the clear, she thought to herself. The young web star counted her own lucky stars that she was spared that humiliating conversation and headed for the stairs by the moonlight shining through the large windows.

The web star reached the second floor and headed towards her room, but stopped a few feet away from her door, noticing a sliver of light from the thin gap between the bottom of the door and floor. It was unnerving, mostly because, while she wasn't exactly much for hiding things from anyone, the room was still 'her' space and no one else should have been in there. She quietly walked to door and slightly leaned towards the door to bring her left ear to surface to try to hear what was going on.

The brunette overheard her television playing something, maybe some forced sitcom laugh track, but she couldn't place any particular show. She opened her door and slightly squinted with the bright lights of her room nearly blinding her after walking through the dark apartment, then when she saw her wall mounted TV that doubled for her mirror was on. The second thing she noticed was the back of Freddie's head above one of the moved chairs to watch the television.

"Freddie…" The web-hostess called out surprised, "What are you doing?"

"Oh hey…" Freddie looked over his shoulder, pausing to look over Carly's red dress with a random flower patter with a V-neckline and a hem reaching midway down her thigh, then lazily answered with a cocky eyebrow, "Watching TV…"

"I can see that…" Carly walked further into her room, pausing long enough to close the door behind her and tossing her purse onto her bed. She incredulously asked with a soft laugh, "In my room?"

"Yeah… sorry…" The tech-producer shrugged his shoulders and answered, "This is a great TV, which is why I picked it when we rebuilt this place, and 90% of the channels aren't blocked like mine… and I knew you'd be gone for a while on your… 'date.'"

"So what would you have done…" she began, moving to take a seat behind him on her bed, teasing slightly, "… if I decided to bring him home?"

"Please… your room wasn't really cleaned up and we both know you wouldn't bring a guy back here unless it was… well… something." Freddie pulled his feet off the footrest and got up from his seat. He turned to face her and answered in a near flippant tone, "So taking that into account, if it was a good date, you wouldn't be home until later and if it was a _really_ good date… probably a good chance you might not come home at all tonight."

"Hey!" Carly shouted back with a pout. "That's not… I…"

"What?"

"I'm not like… that," she continued, trying to stand up to him, and knowing that she still had her moral backbone, in that department, at least. "You make it sound I'm just some… floozy!"

"Look…" he rolled his eyes and answered with a semi-apologetic tone, "I didn't mean to imply anything, but you do like to be all… let's just say 'kissy'… with your dates."

Carly crossed her arms over her chest and maintained a pout expression, her jaw clenching as she just stared at her usual cameraman.

"Why are you home so early anyway?" He glanced over his shoulder to see a clock showing that it was a few minutes after nine. "It's still pretty early for… that kind… of Friday night fun."

"Not that it's any of your business… especially since you think I'm a slut or whatever…" Carly crossed her arms under her small, but no less desirable, covered chest, slightly pushing it up as she answered in a huff, "but it was kind of a… dud."

"And he was just your type…" Freddie snorted and rolled his eyes, "And you're surprised?"

"Not sure why you're being such a butt right now…" The famous web-star threw a pout in his direction and demanded, "What do you mean by that?"

"Do you know what the definition of insanity is?" he asked, shaking his head, looking into her eyes with an arrogant glare.

"I don't know… whatever Gibby is?" she said in frustrated huff. "What the heck does that have to with-"

"Einstein defined it once as doing the same thing over and over again and expecting a different result…" Freddie sighed as he lazily walked to her, seeing that she still seemed not to follow where he was going with this. "You always go googgily eyed over the same hot male archetypes, you try a date the shallow image, then you're disappointed that they don't quite live up to what you think you saw or they have nothing beneath that surface… and then you say you've learned something and move onto the next 'hot guy' and the cycle begins again. You'd think you would figure out by now that doesn't work."

"Hey, I'm just trying to find the right guy," Carly squinted and sharply answered, feeling more than a little exposed at her choices. "So what if I'm striking out? That doesn't mean I shouldn't keep trying."

"Right guy?" Freddie laughed, throwing off the brunette from her confident position, "The 'right guy' is an absolute farce for you… You keep picking loser after loser after loser… based on looks alone, yet…"

"Yet? Yet what?" Carly said, her pulse quickening as she realized a split second later where this might be going. "Freddie-"

"It's just…" he seemed to struggle with the next bit, but it was clearly coming from a very real place, "I'm standing right here. I'm good looking… close to or better than any of the guys, I know you better, and…"

"You don't need to-"

"I love you…" the tech producer sighed out, shaking his head, and started moving back from her. "It just doesn't matter."

Carly shut her mouth tightly and looked to him with a mildly embarrassed expression. She wasn't blind to the fact that he had gone from the scrawny boy that was shorter than her when they first started their web-show, and had now turned into a handsome and well-built teenager that, now that she thought about it, put a few guys she had been interested in pursuing to shame. If she hadn't known him… had all that history with him… and had just seen him in passing… she knew she would have made a go at him. There was also the fact that she did know him and she had no doubt that he genuinely loved her.

"It does matter…" she began, shaking her head, and looking up at him, as he turned to face her. "I just… I don't know…"

As she was distracted with her thoughts, Freddie decided to make his move and tok two large steps toward her, wrapped his arms around her and took a firm hold of ass, startling her for the single moment it took him to crash his lips against her pink and sweet tasting lips.

"Mmmmphmmmmm…" Carly's eyes went wide in surprise, not having felt his lips on her since their brief relationship, but relaxed into it since she had such pleasant memories of those kisses. She moved her hands up and rested on his chest.

"I do know…" Freddie tore his lips away and took a deep breath, grinning with satisfaction, seeing that she had her eyes close and a dreamy expression on her face. "I've always known…"

"Whuhh?" Carly eventually opened her eyes, barely even registering his words, and huffed a few breaths, the warm puffs of air tickling his nose and upper lip. She took a few more seconds to regain her composure in realizing what he had done and how she had responded then asked stumbling over her words, "What… was… that?"

"Something I should have done years ago…" he said, with almost a predatory growl. "Something I should have done every time some loser made a pass at you… Something I should have done the moment I healed up from my accident instead of sitting and waiting for you to say something."

"Sounds like…" Carly whispered, her head still reeling from this whole moment, "a lot of… ah… missed opportunities…"

"Not after tonight…" He captured her lips again, pushing his tongue past her lips to give her the most intense French kiss she had ever experienced and started squeezing her right ass cheek through her dress while his other hand ran up and down her back. "Never again…"

"Unnghhmmm…" Carly moaned into his kiss and melted into it, having only experienced such electric and powerful kisses from him, and those felt nothing like this, and then there were his hands feeling her up even through the dress. He made no bones about wanting her and after the terrible date, she was fine just letting every touch and taste happen.

"I've wanted this for so long…" Freddie pulled his hand from her back and hurriedly walked her the few steps to press her back against the door then moved his hand up her front, palming over the thin cotton dress until he palmed over her right breast, never letting his lips get more than a couple inches away from hers. "You feel so amazing… better than I could have imagined…"

The brunette could do little more than moan into his mouth with the new sensation of his powerful hand over her chest. A few guys had attempted to palm over her chest to feel her up, but whether it was her stopping them short or their own decision to hit pause, they failed to truly reach second base. And that was including Freddie once when they were together, but then again, he never really attempted to test any boundaries with her. He was right- Never again. This time was different and she knew it the moment he kissed her, just like she knew there would be no objection to what he wanted to touch, and she was quickly being swept up in his aggressive manner.

"You took all this time… to get dressed… and made up… for your date…" He distracted her with deep, focused kisses along her neck as he reached behind her and grabbed at the tab of her zipper, finally catching it between his pointer finger and thumb, "only for me… of all people… to turn it into a pile… on your bedroom floor…"

"Mmmnmmm… uh huhhh…" Carly wanted to say something to tell him she couldn't just do that, but found herself utterly melting into his embrace. She'd never imagined anyone, especially Freddie, saying those words to her, without a slap to the face following it, but here and now, she could only kiss him further while he fulfilled his words. "Just don't stop… kissing… touching me…"

"Never…" He pulled down the zipper halfway down her back without her noticing then moved his hands up to grab the shoulders of the dress and pulled it down until he exposed her strapless white bra supporting her borderline B-cup. "Mmmhhmmm…"

"Huhh…" She pulled her lips away and glanced down to see that he had pulled her dressed down and suddenly felt a wave of embarrassment. His flirtatious words were one thing but to think it was actually happening made her feel more than a little self-conscious. "I…"

"Wow…" he muttered at seeing how the cups helped accentuate her size. Freddie knew that she wasn't as stacked as Sam, or Tasha, of course, but with the tightened brassiere, her B's could easily be mistaken for C's. "Gorgeous…"

"Really?" She bashfully looked up to him with doe eyes, feeling the need to embarrassingly mutter as if she had something to apologize for, instead of objecting to him pulling down her dress, "I know I'm not as… big as Sam or other girls…"

She had always been a little self-conscious about her chest as she went through puberty, especially after watching Sam blossom with both her upper and lower curves and seeing Tasha who was literally perfection.

"Hush… I won't have you say… or think… anything like that…" Freddie reached around and unhooked her bra then pulling it away and tossing it to the floor, leaving her bare-chested and open to his touch. He breathed out with desire in his eyes and lick of his lips, before he planted a few extra kisses on her vulnerable throat. "They're perfect on you… Everything about you is so perfect… your lips… your hair… your face… your chest… your smell… your taste…"

They had now passed any kind of benchmark her other dates had set. More like they had rocketed past anything she'd ever thought possible for her date's limit tonight. He was pressing her against a door, kissing her deeper than anyone ever had, and he was the first non-family member to see her breasts… not counting Sam. It was the scariest and somehow the most exhilarating thing she could remember doing. And from the way he seemed to inhale her flesh, it wasn't even close to done.

"I cannot help myself…" He cupped under her left breast and practically crashed his face against her supple pillows and opened his mouth and inhaled probably half her flesh then 'attacked' her pink nub with rapid flicks of his tongue assisted with light suction.

"Ohmygod!" She wanted to revel in the fact that he seemed to be absolutely hungering for her and clenched her eyes shut and lifted her chin, whimpering out in distress and pleasure due to the extreme sensitivity of her peak, "Freddie… I know I'm not-"

"I told you… You shouldn't be embarrassed of these beauties, Carly…" He pulled his mouth off and breathed a hot breath against her tightening nub and answered with a soft and simple kiss to the peaks, "They're perfectly plump… that fill my hands just right with a beautiful ivory color… topped with these perfect pink nubs that look like they should taste like bubblegum. Any man or woman that didn't love them would be insane."

"I don't… I mean…" Carly struggled, her brain shorting out with how to respond. "They're just small and… well, I know guys like big-"

"Allow me to show you how wrong you are…" he mouthed back over her left breast and aggressively licked, kissed and practically inhaled her flesh to suckle as much as he could get into his mouth. His left hand brushed up and palmed her other breast, beginning to lovingly knead it with a hint of force and tease the nub with his forefinger and thumb like he was cracking an expensive safe. "You taste like Heaven…"

"Unnghh…" Carly lulled her head back to rest against the door, fluttering her eyes and letting out a soft squeak as her body flooded with the sensations from his ministrations. Every inch of skin felt like it was on fire and the only way to quench it would be his hands or mouth to attend to each piece. His words and actions immediately put any self doubts about her size at ease, as well as quelling any objections that he was going way too far than anyone else had… or should have… managed with her. "Don't… don't stop…"

The feelings she was experiencing were enough to further weaken any potential objections and let the hormones and desires take over. She had played with her chest before in some intimate moments with some pleasurable results, but this was different… it was just… more. It felt like he was giving her a deep tissue massage… worshiping her in a sense, unlike any one ever had, and given his powerful, undeniable, feelings, she wondered if anyone else ever could, and she didn't want him to stop. Ever. She was his…

"Unnghhh… jeez…" Her knees began to turn towards one another and though her upper arms, with her elbows pressed against her sides, were practically trapped with her pulled down dress, she was still able to wrap her forearms around him. "This feels so…"

Freddie shifted slightly to his right and trailed his left hand down the front of her dress then tossed up the lightweight dress hem and slipped his hand to palm over her pale stomach, feeling her trembling.

"Are you scared?" he whispered, kissing along her jaw. "Is this too much?"

"A little nervous…" she said back, scared to look him in the eyes, even though she knew he was staring into her. "I've never… not this far…"

"We don't have to do this," he whispered, and for a split second, she saw the boy she'd known for nearly a decade, who was caring and devoted and always put her first, even if that meant taking a brunt of a truck. "If you don't-"

"No…" she interjected, kissing him quickly before biting her lip and looking back into his eyes, trying to find her breath. "I don't want… this to stop… and I don't think I could ever… want anyone else to do… this… anyway. I meant it… I'm… I'm yours…"

He pulled his mouth away from the small mound of flesh, leaving her once pale flesh flushed brightly pink and her bud hard enough cut. He lazily kissed along her neck as he moved his hand down and let his fingers slip under the waist band of her cotton panties and over her neatly trimmed patch of hair, pulling her underwear away from her center as they were sticking to her from the honey she had already released from his attention to her chest.

"You're so wet, Carly…" he purred into her ear, his fingertips just barely grazing the edge, where not a single other one of her suiters dared to travel. "I think someone wanted this a lot more than she let on…"

"S-s-sorry…" she stuttered, frozen in fear that he was going to actually touch her in a place she was weary about even touching herself. "I just… when you… it happened and…"

"Shhh…" he smirked as his fingers traced over her mound, not daring to dip any further south until she relaxed a little bit more. "It's all ok…"

"I… I just…" Carly tried to breathe a sigh of relief, but eyes went wide and right hand moved to cover his hand, just stopping him short from brushing over her hood. She looked to him with mild panic, conflicted about what to do next. She hadn't gone anywhere this far with a guy, but she already had her top pulled down, her chest worshipped, and now a hand down her underwear. She was acting like what he had implied she was earlier, and that created a strange internal tug, between sticking to her purity she'd defended, and letting the lust wash over her. "I feel… I wasn't… you know… prepared... for… anything like this…"

"Bet you're thinking a lot about your date for tonight…" he kissed along the left side of her neck, breaking all train of thought she'd managed, until he reached her ear and breathed against the lobe, "About if he would have gotten this far. I'd bet he wouldn't even know how please you if he got this far… I know he wouldn't please you the way I want to… the way I will… the way you deserve… taking my time… putting you first…"

"Me…?" The brunette opened her eyes with a whimper, giving him a fearful and embarrassing gaze, but was met with a possessive, but no less warm and protective, glare. "First?"

"Forever and always…" he muttered, nuzzling against her neck as he dotted kisses along her pressure points. "With me… you will _come_ first…"

The way that word was almost purred into her ear, she just shivered, and instinctively loosened her grip and allowed his hand to slip farther and let the pad of his fingers brush over her sacred and slick spot.

"Shhheeezzzz…" Carly sucked in a breath and shivered in his grasp as his pads teased over her slick lips. Freddie kissed on her neck against while carefully brushing up and down, then in circles, over her lips, simultaneously relaxing her further into his ministrations, and setting her nerves on fire. She responded instinctually by slowly rotating her hips in the motion of his fingers, her breathing getting ragged as she gave herself over more and more to his expert touch. "Oh my goddd… Ohmygoddd…"

"Stay with me…" the cameraman grinned as her fingers danced over her sex. "So wet… so slick… I can smell it… how bad you want it… want me… do you… do you want this, baby?"

"Uh huhhh…" The web star's breath steadily increased as she nodded and her temperature felt like it was rising to at least 104. She may have been topless, her dress hanging her on her hips, but she felt way too hot; like the time the air went out of the apartment and they had to share vents to Spencer's industrial air conditioner. Times ten. And with every touch, it was multiplying. "Mmmm…"

Carly closed her eyes and bit into her bottom lip, feeling the warmth in her stomach spread from her abdomen. She felt she was close to a release, even though that was something that seemed to really evade her when she'd explore herself. There were a few night when she knew for sure she was not going to be caught or heard, where she'd have tentative experiments trying to get herself off, and while the actions seemed necessary to give herself a small orgasm, he hadn't even slipped a finger inside or played with her button yet.

"I'm so hungry for you, Carly…" Freddie momentarily disappointed her by pulling his hand from her center and dropping down to his knees in front of her. He looked up at her with reverence that sent another shiver through the brunette, unsure how to respond to such devotion. He steadily placed kisses on her thighs, moving between each leg, deeply inhaling as he went, as if he was getting a high from her skin. "Can I… May I feed? May… truly taste you?"

Carly was completely and totally frozen. Guys weren't supposed to just… do this. Get down and go down. It was supposed to be a chore just like returning the favor was. But Freddie was defying each and every expectation. There was never a question of his desire to worship her body and he looked excited to taste her. There was a painful fear that he wouldn't like it or be grossed out with how slimy she was… but his eyes broke through every wall of doubt she had.

"Please…"

"Mmmhmm… thank you…" The tech-savvy teen pushed up the hem of her dress to allow her to hold it across her bellybutton and smiled to see that the crotch of her panties were stuck to her center, forming a nearly perfect seal over it like a wet T-shirt contest. "You are intoxicating…"

He hooked his thumbs under the waistband of her panties and pulled them down her creamy thighs, which he made sure to give gentle, deep kisses to, then past her knees and down to her ankles. Like she was a porcelain doll, the tech producer carefully lifted one foot then the other to pull her panties off then looked up at her.

"God, Carly… you're absolutely beautiful…" he muttered breathlessly. Freddie stared at her pretty pink, glistening and blossoming flower with the tiniest bit of patch of neatly trimmed hair above her opening as if he was looking at divinity. Her sweet fragrance hit his sense of smell, urging him to have a taste of her sweet peach. "I was going to tease you a bit more but… you make me impatient… I just cannot help myself…"

Before the dark haired beauty could prepare herself, he stuck his tongue out and took a long, lazy lick up her slit until he reached her hood. And for the briefest of seconds, Carly Shay died. It was like a lightning strike right at her most sacred of places. She wanted to scream and cry out, but couldn't find the words, now lodged in her throat.

"Aiigh!" Carly's left hand let go of the hem of her dress and grabbed onto his right shoulder to steady herself as the move turned her entire skeleton to jelly for a second. She deeply sighed and closed her eyes, trying not to tremble too much for the sensation of having his tongue glide across her folds in case he, and she prayed that he did, did it again. The sweet web host didn't think a guy would really want to do that, overhearing sometimes in the school bathroom girls complaining their boyfriends never wanted to do such a thing. But… he did say that he was putting her first… "Pleeease…"

Freddie didn't have to be asked as he licked one side then down the other, then reversed the process, getting a real taste of the woman he'd desired for the longest time, stimulating her petals, then moved further to her center. He gave several more licks, aiming to clean her and stimulate her all at the same time, finally moving the tip of his tongue to reach her barely peaking button, needing to get her fully ready before he even considered plunging his tongue inside her depths.

"Aiiighyayaunnghh…" Carly shivered with the direct contact and let out a soft yelp, signaling she was a little sensitive to direct stimulation. Freddie kept that in mind as he carefully maneuvered around it to tease the bundle of nerves on the edges for now. The brunette giggled from the sudden tickle, then deeply mewed out from his attention and sending a steady signal of pleasure up her spine. "Ohhmmmm… mmmm…"

"Mmmmunngh…" He kept the attention around her button for a few more seconds then decided they were both ready for the main course. He licked up and down her center a few more times then carefully pushed the tip of his tongue between her folds then into her center. "Uhhaanngg…"

"Freddie!" she cried out in surprise then moaned in pleasure as his muscle started exploring her center and massaging her silky walls with the slight vibration. "You're… You're… Inside…"

She was fairly tight even for his tongue, but after some careful working, he slithered the dexterous muscle between the folds and started lapping her up. Freddie gripped one of her hips while running his other hand up and down her thigh, massaging away the tension induced goose bumps. He switched hands to massage the other thigh while his tongue started swirling in circles inside her, causing her to involuntarily jerk a bit.

"Relax… I can't have you ruin my dessert, Carly…" he teased, licking back up her slit and giving her a sly look. His hands moved under her thighs momentarily, and she nearly gasped as he effortlessly lifted her until her thighs were on each side of his head and her legs dangled over his shoulder, her torso leaning back against the door, supported fully otherwise on his shoulders, her feet a few inches off the ground. "Just close your eyes… feel me… unwind… I'm going to make sure you enjoy this… maybe as much as I will…"

He pushed his tongue in and wiggled it, testing how she might buck against the way he was handling her body and what he felt he could manage if she really let loose, he pulled his tongue out, leaving a thin translucent line between the tip of his tongue and her center, then started licking over her lips again, but in a definite pattern. He started with the letters of the alphabet, humming along as he slid the sponge-y organ up with a slant, then back down, and then back up before hurriedly sliding it horizontally. "Twenty-five more to go…"

It wasn't immediately obvious for her now overworked brain, but the knowledge that he would be orally inserting each and every letter into her untouched sex made her want to scream, and cry, and laugh all at once. Carly dug her fingers into his shoulder and neck while her other hand, keeping her dress up, desperately swapped back and forth between grapping the slick door for support and palming over her quivering abdomen.

It might have taken a minute or a lifetime, but Freddie finished up the capital letters, still holding his lover tight. He seemed to debate continuing on with the lower cases, but decided to stop there and soon parted his lips wide and latched over her hood, love button and most of her lips to suckle as he shoved tongue inside her and twirled all around. He added a soft hum against her clam, vibrating her sex in a way that no machine could match.

"AIIGHHUNNGHHHH!" Carly felt as if she was going cross-eyed and grunted several times. Her legs began to tremble as the tightening in her gut threatened to overwhelm her, believing she was going to explode any second. "F-F-F-FRR-"

"Don't fight it…"

Freddie only needed a few more seconds of his skilled tongue sinking into her sweet honey pot, causing Carly to grab his head with one hand and throw her head back and cry out, "I'm… oh God!"

She pushed herself off the door, leaving only her shoulders to touch it as she shoved her crotch against his face, the rapture taking over her and a new wave of nectar flowed from her sweet peach. Her nerves were electrified and her muscles trembled with so much energy, she thought she had scoffed down a dozen energy drinks. She blinked, but all she could see was the rainbow and her voice was cut off in a silent scream.

Freddie eagerly licked up her release and drew out her release with the lapping of her lips that caused her body to respond by rotating her hips to grind her center on his face as both hands moved to his head to try and push him as far as she could inside.

"Oh chhiiizzzz!" she let out another wail as she was hit with a second mini-release from his continued attention, then collapsed against the wall, pulling away from his mouth. Her thighs trembled and knees shook, thankful in the moment that he was keeping her up as there was no way she could have remained standing after that. "That… I… I…"

Freddie pulled his mouth away and looked up at her trembling frame, looking up at her ecstasy shining through on her exhausted face, now flushed with a beautiful hue on her cheeks. He helped her slide down and rest on her shins, once again at eye level, then rested her head on his right shoulder while desperately holding onto his left shoulder. Lust may have driven a huge part of what just happened, but for this moment she simply needed him to hold her, filling her with a pure, passionate love.

"I've got you… shh… shhh…" He slowly let his hands slither up and down her back to reassure her of the safety in his arms, brushing her hair out of her face to behind her right ear then kissed her forehead. "You're okay Carly… you're okay… and you're so beautiful, Carly. I've never seen something… as incredible… as your perfect body's surrender… Thank you… thank you…"

Carly wore a barely perceivable smile and snuggled her forehead against the side of his neck in appreciation of his words and feeling safe in his arms. This was literally everything she wanted from a relationship, even without the mouth stuff. Just this moment. Her heart fluttered with the rest of her as she tried to compose herself, but he smelled so good and she kept flashing back those random seconds where his touch had ignited her eager heart and far more eager desires.

"Take your time… let your body lead your mind…" They remained that way for several minutes, letting Carly bask in her afterglow and calm her breathing while Freddie whispered his love and affection for her. She could hear some of his words, but they were just drowned out over the powerful thudding of her heartbeat, trying to find a way to match it up with his. "I won't ever let you go… Beautiful Carly… my bright star…"

"Mmmhmm…" Carly lifted her head off his shoulder and smiled to him, sharing an array of feelings for him. She cupped his left cheek and placed a chaste kiss on his lips that turned into lazily making out. "M-m-my love…"

They continued for another few momentss, Carly slowly moving from her knees to straddle his waist, finding that no matter what she did, she just couldn't get close enough to him, getting reacquainted with their kissing from their brief relationship and Carly surprisingly enjoying her own sweet taste on his lips. It was something she never would have dreamed putting in her mouth, but as a mild gloss upon his lips and flavor on his tongue, she found herself drawn to tasting more of it.

"I need you so bad…" Freddie finally pulled away as they finally had to come up from air and, seeing her pouting face, teased, "Do you want to stand up? Or if you want, I could… take you to your bed?"

"Uh huh…" The brunette silently nodded and he stood up and helped her stand on wobbly legs, but she surprised him by wrapping her left forearm around the back of his neck and lips collided with his mouth, unable to stop herself for kissing him for more than a few seconds as if that was all that was keeping him here. "You taste… so good…"

"You have… no idea…" He eagerly returned the kiss, bullying his tongue into her mouth and groaned. His hands moved around and palmed the small of her back, sliding his fingers between her dress still hanging on her hips and skin. "All because of you…"

Carly broke away and looked to him with a hungry gaze. She pulled back slightly from his grasp and she pulled down the rest of her dress, letting her balance her hands on his shoulders to step out of the red dress, now pooled at her ankles, leaving her as bare as the day she was born.

"You… this beautiful, perfect body…" Freddie swallowed and just stared at her beauty as if she was a finely crafted porcelain doll. "Not sure I've ever seen something so… breathtaking…"

"I… ah…" Carly's smile grew at seeing his appreciative and hungry gaze, seeing that he was directing his feelings completely on her, which simultaneously drove her desire further, but also made her feel very nervous. "Th- thank you…"

She had no idea what possessed her in that moment, but she quickly slid down back against the door and dropped to her knees. The web star looked up at him with a loving and submissive gaze, playfully biting her lip, signaling that she wanted to return every bit of the attention he had given her, even though she'd never done anything like this before. Her hands reached out and unbuckled his belt then went to unbutton his jeans and pulled down his zipper. She pulled the flaps away then pulled the jeans down his legs to expose his blue boxers.

"You don't… have to…" Freddie lost track of his words and sighed in relief as the heavier confines over his crotch were removed and he fell out with a slight bounce, restricted still by the thin cotton layer from being able to stand at full mast. The upside was that what strength that was gained, lined up his crown nearly perfect with Carly's face. "This isn't…"

"Just… let me… please…" Carly hooked her fingers over the elastic waistband of his boxers and tugged on them, dragging them down his legs until they pulled at his feet. Carly had to close her eyes because she wasn't entirely sure she was ready to see what was now an inch from her face. She took a deep breath, and opened her eyes, instantly growing wide at the sight of his freed manhood, emancipated from his constrained boxers and jeans with a considerable size, despite not being at full strength. She didn't have any real personal measurement to compare him to of course, but she knew he was a good size. Like at least the size of the guys in Spencer's 'secret' dirty movie collection. "Wow… it's… just… wow…"

She gripped his base with her dainty left hand and took a moment to get a feel of the heavy organ, caught in the moment of curiosity of seeing and feeling a real one for the first time and not some pictures from sex-ed classes or porn videos. There was something very primal at play here, and she felt overwhelmingly drawn to it, knowing almost instinctually exactly what she should do in the situation. She braced her right hand on his bare thigh then stuck out her tongue and took a tentative lick of his crown.

"Unnghh…" Freddie shivered and attempted to begin, his breath caught in his throat, "Really… Carly… you don't… you don't have…"

Carly ignored his consideration and slipped his thick crown past her lips and took a lazy suckle. There was a bit of an autopilot, mentally going through every issue of Cosmo, overheard locker room conversation, and videos she was embarrassed to even think about. She moaned at tasting the sweet, only barely salty, precum, expecting it to taste entirely different, like really briny perhaps like some of the girls said. But this put all of those stories to shame. She licked his bell head clean with her tongue and tasted his manly musk with a hint of soap, a testament to his clean nature, very eager to have more of him dancing on her tongue.

"I was a little… lost in my head… amazed… overwhelmed… with how you look… and feel… and taste… so sooo good…" She pulled off and looked up at him with an innocent expression. "What were you saying?"

"On second thought…" Freddie pursed his lips and slightly shook his head. "Absolutely nothing…"

"Okay…" the usually good girl answered with a wink and a new sense of power. She took another suckle of the bulbous crown, stretching her lips, then her jaw, as she wanted more, carefully taking more of him into her mouth, not wanting to scrape his skin with her teeth. Carly only stopped when his tip touched the back of her throat, her plump lips closing just short of where the top of her forefinger and thumb were on her hand that wrapped around the middle of his shaft. She lazily pulled back with her tongue sliding along the bottom of his rod until her plump, soft lips were tightly wrapped around just his bell head. "Mmmmhmmm…"

"Shitt…" he grunted, trying to resist the urge to push forward into her face, but she was talented and those extremely kissable lips were like pillows worshipping his member. If he didn't know better, he would believe whole heartedly that she had practiced to an expert level on this. "So gooodd…"

She took another suckle, vibrating her mouth with a moan and pulling more of his pre-essence from his little eye, savoring the flavor on her tongue, then pushed back down an inch or two. She pulled back again then pushed forward, beginning to bob in a slothful manner, taking her time to get comfortable having something in her mouth. It was new and different and something she, again, never imagined herself doing tonight, but it all felt so natural in this moment. It was Freddie, after all. After being there for so long and being so good to her, he deserved everything she could possibly give him and more. And more than anything, she was enjoying herself.

"Fuuuhhh… that's so good…" Freddie braced his left hand on the bedroom door behind her while he moved his hand behind her head and laced his fingers through her dark hair to palm the back of her head. "Just like that…"

She froze for a moment when she felt him grip the back of her head, fearing for a second that he would force her to take him, but realized that he was just comfortably holding her. And for the slightest of moments, she was a touch disappointed that he wasn't being as aggressive. He seemed so strong and so powerful and so in control she truly felt like he could overtake her completely in a heartbeat and that reserved nature made her disappointment turn into devotion. She began again her gentle bobbing with her fingers wrapped around his lower half and taking her spittle and rubbing it into his skin with careful strokes as his hand went with her just to let her know of his presence and thanks.

The web star never imagined being on her knees and doing such a thing with a guy, let alone her best guy friend. With all the talk from other girls, and just how it looked, she believed it was just demeaning- a guy forcing a girl into a weaker position so he could emotionally, as well as physically, take advantage of a girl, shoving his gross 'thing' into a girl's mouth… but here she was… taking to it like a fish to water. The sweet girl found herself craving not only the feeling it gave her, but clout through the feelings she was causing for him. She didn't feel dirty or demeaned, but powerful for sharing something so intimate and so special with the boy… the man… that nearly died for her at least once. He hadn't shown any hesitation making love to her with his mouth… so why should she feel differently?

"I feel… so… bad…" After servicing him for several minutes, getting him hard as steel and coating him with a fine film of saliva, she pulled her mouth off his shaft and huffed, "I should have done this after I helped you out of the shower…"

Freddie glanced down to give Carly a confused glance, completely blanking out on her reference. "What?"

"Last time…" Carly looked up at him while she continued to lazily stroke him with her left hand. "You know… the shower… after throwing yourself in front of the taco truck for me. You fell and I had to help you to your bed. I didn't look then, but if I had… I don't know what I would have done… I know we made out a little bit, but I should have gone further… I should have really rewarded my hero… everyday… for hours… just like this…"

"Ungh…" Freddie groaned with a near eye roll with a particular satisfying lick of her tongue under his glands as her words danced in his ears, "I wouldn't have lasted a minute being with you… like that…"

"A minute… an hour…" She took another broad lick of the underside of his tool then huffed, "It wouldn't have mattered."

He looked down and chuckled, a little offended, "Speak for yourself…"

Carly gave him a gentle stroke and teased with her sweet and innocent expression, "Not what I meant, silly… I would have gotten you ready again…" She slurped him back into her mouth and bobbed halfway down his shaft while stroking the other half with a slight twist, moving a little faster than her previous attention. "And again… and again after that…"

"Really?" He cupped her left cheek and brushed his thumb over it. He seemingly wanted to ask her what she meant by getting him ready again, but he seemed more curious about her ready acceptance of premature firing. "It wouldn't have mattered to you that I would have embarrassed myself blowing that fast?"

"Of course not…" She kissed his crown then sweetly answered, "I understand… it was your… my… our… first time, you were fourteen and with me and… you do love me, so… I would have been flattered… I wouldn't have thought less of you…"

"Well, a lot can change in two years…" Freddie nodded in acceptance of her word that she wouldn't have thought less of him then asked, "So what was that about 'getting me ready again'?"

Carly seductively eyed him while giving him a few lazy licks of his knob then answered, "Oh, you know… round two…" She slurped him back into her mouth and bobbed a few more times with a slight twist of her head as if she was a pro polishing him off. She tore her mouth away with a pop and answered, "…to properly reward you…"

"Reward me?" Freddie figured he could play her game and tease her about the situation, his hand tightening in her dark locks as he seemed to grow more aggressive. "You mean take advantage of me?"

"I would never…" she started, seeing the glint in his eye that he was teasing her, so she decided to meet him on the same front. "You were clean… and I would have cleaned you again… after we got… dirty…"

"Dirty?" he teased, pressing his hand into her hair, and tugging just slightly and seeing the ideas bounce around her head, a smile painted on her face. "You would get dirty with me after all that?"

"I wanted to… I know I should have…" she whispered, licking his helmet and gathering some of his precum on her tongue. "You're certainly making me feel dirty now…"

"It would be very dirty for you… to prey on my injuries… so you could get off…" Freddie almost seemed to growl into her as he held her in place, his purple head against her lips for easy worship kisses of his lover. "To just climb on top of me, absolutely helpless, while you had your way with me, bouncing that hot, nubile body up and down, impaling and filling your hungry sex until I couldn't help but blow my virgin load inside that sweet… little… tight… virgin… cock-starved pussy?"

Carly Shay was frozen. Never would she have imagined those… words just pouring out of his mouth. She also could never have anticipated how hot each and every syllable of that would make her as her core turned molten with the most primal of desires. She had decided as he made out with her against the door that he would be the one she wanted to make love to. But now, she knew that he was also the one she needed to fuck her.

Her mind flashed to how such a scenario would play out. He was practically immobile that day, with the broken wrist and leg and wearing only his bathrobe. It wouldn't have been hard at all to open up his robe, get him hard with her oral skills, then sink onto of him, smashing her barrier, and gently ride him until he had no choice but to finish inside her.

A wicked idea came to mind for the sweet 'innocent' girl. She felt completely outside her body as she innocently asked, "You want to try it?"

"Try what?"

"Try what _I_ should have done years ago…" she gently mocked in throwing his words back into his face. "To bring every word of that to life… but you can be _much_ more involved…"

"More than anything…" He cockily grinned then grabbed her upper arms and helped her up and motioned for her to have a seat on the edge of the bed, allowing her to relax for a moment from her intense attention on him. He took the moment to undo his sneakers then stood up to pull his feet out of his jeans and boxers. He pulled his collar shirt off and tossed it to the couch followed by his undershirt to show off his muscular chest. He reached down into a jeans pocket and pulled out his wallet. He pulled out a silver foil from it then tossed his wallet aside.

"Want to play it safe?" Carly raised a curious eyebrow and commented, "That's fine and all… but just so you know… I'm on the pill, so you don't have to worry."

"As considerate as I would be to you—and thanks for letting me know—it's more to… prevent us from cutting short our fun. You want to play out your idea of me finishing inside of you, but I'm determined to make another meal out of you, so… split the difference?"

"Ok… I could have you… two times…" She lifted her brow and answered with a teasing grin, "Ah… that's fine by me."

"So you wanted me the same way…" Freddie turned and swung his legs onto the bed then scooted backwards to lie down, resting his head on one of the many pillows at the head of her bed. "Laying here… shaking with anticipation…"

"I know…" Carly crawled onto the bed and straddled his thighs, stopping just for a moment for her mind to rewind when she had helped him from the shower and got him onto his bed. They had smooched for a bit, but hadn't gone any further and that was something that she was going to correct no matter how long it took or how many tries it took to get it just right... "I feel like… I might die… if I don't feel you… inside…"

She took the condom from his hand, tore open the package the pulled out the circular piece of latex. Remembering the awkward sex-ed classes from school, she carefully pulled it over his crown the rolled it snugly down his shaft, silently noting the lubricated ribbing along the covering and bit her lip how that would feel making its way burrowing deep inside her. The first thing ever to do so.

"You're sure about this?" Freddie sighed, feeling her delicate hand taking such a gentle and careful touch around his covered shaft, pulsing in her grasp. "You only get one… first time…"

"More than sure…" Once she finished pulling the sheath over his staff, she spit in her left hand then started stroking him in a twisting motion, wishing she had some more lubricant and hoped she was slick enough to accept his 'beast'. She swatted the underside of his glands against her exposed and sensitive love button, sending shivers through both, and trying to psyche herself up into accepting him, knowing it would be like threading a needle with a baseball bat. "I am a little scared though… You aren't… small."

"I know…" he whispered, reaching up to cup her cheek, and it was such a sweet and simple moment that any fears she had just started to melt away. His eyes told of his love and she knew that she felt the same way even though it took far too long to admit it. "I'm right here…"

"Right where you belong…" She smiled down at him, knowing that nothing would, or even could, be the same after this moment, then lifted herself off his thighs and she lined him up with her entrance while he gripped her hips for stability. She teased her lips one more time with his latex covered crown then carefully lowered herself, grunting with mild discomfort as the mushroom head pushed her petals aside and slipped into her tight confines. She rolled her eyes back and groaned, feeling a bit more pain then pleasure of his size pushing her muscles apart but was determined to accept him. "Unnghh… oh godddd…"

Then it happened. He stopped and she stopped and they didn't even have to talk about this moment. It was understood how important this moment was for each of them, but Carly knew the moment he kissed her tonight that this night was going to be special. And as he emotionally ravaged her while he did the most amazing physical things to her, she just knew that this was how it was supposed to be. The moment you can only have once.

With a nod, she looked into his honest, hungry, and happy eyes and bit her lip, bracing herself for what she knew would be painful if the stories were true. She pushed herself further down, and it was like she'd just been shot. A sudden, fiery pain that filled her eyes with tears, her jaw clenched in agony, but with one look at his concern and love, she knew one feeling she wouldn't be feeling: regret.

Carly stopped halfway down his shaft, afraid to even look in case she was bleeding on him. There was supposed to be blood, so there had to be. It hurt enough that she believed she'd be bleeding, but he didn't seem concerned with getting blood on him, just that she was ok. She was truly unsure if her body would go along with her will in actually accepting any more of him, at least, girth-wise, but she didn't want to pull off and make him think she was rejecting him.

Freddie gripped her hips tighter and made the decision for her, slowly lifting her until only his crown remained inside. And that's when she saw it. His condom was crimson. She had definitely bled. Like a lot. Like she was wondering if she would faint. But he held her, and just gave her a reassuring nod.

"I promised I would take care of you…" he whispered, reaching behind him with one hand for a tissue to wipe it away from the latex. "Don't be scared… or embarrassed… I know it's natural. The pain will pass in a moment…"

"I know…" Carly dropped her chin and sighed in relief, gripping his wrists for stability. "I just want to be done with this part so we can just… you know…"

"Me too…" her loving cameraman smiled and assured her, "Take it slow… we're not in a rush."

The brunette closed her eyes and nodded her head, licking her lips and smiling at the tenderness he was showing, something she never really doubted. She knew any of the other guys she tried to date wouldn't have such consideration for her, making her regret more that she hadn't done this with him sooner.

She slowly sank back down, trying to relax her muscles and accept him, until she was halfway down then started lifting again. She repeated the cycle several times with his help, taking a little more of him each time while she loosened and more of her nectar rolled down his shaft. The pain was now a distant memory, making way for the most incredible pleasure she could have imagined.

They were sharing sighs and groans as just working her way down, they were sharing incredible sensations with one another, striking every nerve membrane like a match. He was so thick and getting so deep that she wondered what would happen afterward. He definitely stretched her out, and the fear that the way he filled her would permanently affect her body made her just as scared as she was happy that she'd always be the perfect fit for him.

"Unnghh… F-freddie…" Carly was already panting with her small mounds rising and falling with each breath and her cheeks beginning to flush with a beautiful pink tint. Her eyes fluttered and even at this slow pace, she knew that she would have a release in the near future. "I… It's so… ahhunngh…"

"I know…" Freddie was trying to stifle groans with being in such tight confines, literally feeling that being inside her made any comparison to a fantasy be a pale imitation, and just enjoying her riding him. "So tight… so hot… so perrrr-ungh-fect."

"I'm… full…" she finally settled on his pelvis and ground against him, whimpering as she finally took all of his member into her glove that seemed way too small to accept him. She could feel his crown pressed against the opening to her womb, pushing upward and potentially try to push through it. She placed her hand carefully on her stomach and could swear she could feel a slight protrusion of her impalement. "Sooo… deep… my… my body… stretching…"

"Just relax…" he whispered, reaching up to cup her breasts, and bit his lip, unable to believe his luck. "Breathe…"

"Mmhhmmmunnghh…" She braced her palms on his sculptured stomach while he reached up and cupped her cheeks. She puffed out breath through her parted and drying lips, the tip of her tongue slightly hanging out, and muttered, "God Freddie… you're… so…"

"It's ok…" Freddie ground his teeth then hissed, "I know… you feel more incredible than I could have ever imagined… and with your amazing… blowjob… I'm not sure how long I'm going to last…"

"Really?' Carly nodded her head then asked with a near breathless tone, "You… unnghh… really think so? I mean… ohgodd… I was good? I've never… never done anything close to… th-th-that…"

"You were incredible…" he grunted, moving his hips just slightly causing both of them to mew out their ecstasy. "You're a natural… an oral prodigy… no fantasy… I've ever had… of your lips… using them on me… came close… I was lucky you stopped when you did or I would have…"

"Come…" She finished his words as she scratched her fingernails over his tightening abdomen muscles, welcoming the distraction and mewed with a half-smile, happy she could kind of distract herself for a moment to put off her release. "So you've fantasized about me doing… that?"

"So many ways… so many times…" Freddie's cavalier attitude faulted for a second, but he regained it and moved his hands up her sides, brushing his thumbs over her skin. "I've imagined sharing a lot of things with the woman I've loved since I was eleven. I imagined you doing that, but I've imagined doing the same to you until… you were a quivering mess…"

"Well, then mission accomplished…" Carly kept up the conversation to help distract them while settled on him, "You turned me into a quivering mess."

"I'm glad I succeeded…" he smirked, rotating his hips once more, and pushing a bit to demand entry to her womb. "I intend to make every one of your fantasies come true tonight… even ones you don't know yet."

"Uh huhh…" The brunette's smile grew, knowing that he would do everything he could to fulfill his word, but in the meantime, she intended to make up for the past. "And what about the night after that?"

"I'll give you even more…" the cameraman smirked, reaching up to cup her cheek and looking into her eyes. "And every night after that… I won't stop until I give you everything… and more…"

"Unnghh…" Carly pushed up as he pulled his hips down into her soft mattress until she barely had any of him left inside then lowered again until she was flushed with his pelvis, letting out a deep moan from her chest. She braced her hands on his chest and started pushing with her legs to start a steady gallop. "I wanna… wanna ride you… just like this… every night… every day…"

Their flesh smacked together with her dropping weight and pushing him into the bed while he just enjoyed her riding him, controlling her movements and pace with a strong hand on her hips and chest.

"Ohhh ssshhiiiuunnghh…" Carly closed her eyes while her breath raced faster than her riding. She couldn't imagine it being this physically wonderful… something that flooded every part of her being with the greatest of pleasure and sharing something so intimate with someone that really did mean the world to her. But here she was, impaling herself over and over, letting her flesh bounce with her movements and feeling his invading tool stretching and soothing her internal nerves as she moaned with each bounce. "Ohuhh… Ohuhh… Ohunnhh… Ohuhh… Ohuhhhh… Oooohunnnnghhhhh…"

"That's it… fuck me…" Freddie moved his hands up and cupped under her softly jigging mounds of flesh. He carefully massaged them and played with the buds to add to her pleasure. Soon his fingers began to carefully twist the hard nubs to add a touch of pain to increase the pleasure. "Show me… show me how bad… you can be…"

"Sssooo bad…" She rotated her hips with each dropping down on his pelvis, trying to find a way to let out the building energy of his manhood inside her and hands on her chest. As the haze grew, she knew that it was inevitable that she was going to lose her mind to the pleasure filling her brain. "F-f-fffuuuhhckk meeee…"

The brunette web star instantly felt Freddie feeling the same way as her profanity was announced, as his hands became a little more aggressive, he was lifting his ass off the bed to softly buck into her and he was twitching harder against her walls.

"Yesssss..." A warm smile formed from her lips at realizing he was enjoying this just as much as she was, which seemed impossible. She leaned down a little, causing a new angle to occur deep inside her as the pressure of his member pressed tightly against her back walls. Her eyes fluttered with this new feeling and she fought back drool that was beginning to form on her lip. The sweet girl spoke without much conscious thought, just letting her feelings bubble out, "I can feel you… all of you… this is what you deserved… my strong… brave Freddie… sinking… that big… coaaahhhhh… cock… so deep… inside of me… filling me so fully… in a way how no man ever has… or ever will again… feeling my warmth around you… holding and nurturing you until… you…"

She stuck her tongue as a breath caught in her throat, pantomiming an orgasm, as a real one started to take form for her as well, before she licked her lips and just let the idea hang off her lips and let his mind finish her statement.

"Unngh…" Freddie lifted his head off the pillows, dug his fingers into her hips and growled, his face contorted with a fierce animalistic expression, "Fuck Carly… I'm going to…"

"Yesss… please…" the web star moaned out, trying to ground her hips and control her relatively unused internal muscles as her own release was fast approaching. "Can we… can we… together?"

As he growled, she glanced down with a wicked smile and clenched her muscles around his shaft just a little harder to push him over the edge to meet, and end, her own fight.

"Almost… I… I…" He threw his head back to push into the pillow and bucked his pelvis off the bed and growled, "SHHHHIITTTT CCCCAARRLLLLEEEEE!"

Freddie's howl was all she needed to let down her own barriers, smashing her face into his shoulder to silence her scream as her insides squeezed and tightened, desperate to milk his throbbing member.

His abdomen and inner thigh muscles tightened, the skin covering his balls drew tight and flexed hard in her confines then fired his first load of the night, easily filling the tip of the condom and causing it to press against her slick inner walls as it ballooned out.

Carly jolted with the first strike of his creamy load filling the end of the condom and pressing against her sensitive insides. She could feel the warmth of his release through the latex barrier, causing her to shiver and set off an extra mini-release.

"Urrghh… unnghh…" Freddie practically dug his fingers into her hips as he lifted his ass off the bed, pushing his crown hard against her cervix and continued to growl as his follow-up shots strained the latex to its limits from not bursting and flooding the silky vice. "Never… so hard…"

"Feels… feels like so much…" The brunette ground against him to help him along and drag out her mini-release as his shaft brush along her insides and try to gain entrance into her womb. And after all he'd done, she'd let him have whatever access he wanted. "Wish I… could… take the… real thing…"

They shared their ecstasy for several more seconds, tuning the rest of the world out other than their heated bodies, until Freddie relaxed and seemed to sink into the bed, taking deep breaths.

"Wow…" Carly braced her hands on his chest, trying to catch her own breath and help her trembling muscles relax. She had an almost delirious expression on her face with how she felt physically and emotionally with sharing such a thing with him. "Holy cow…"

She carefully pushed up to pull away and let him slide out, but she reached under her to grip his latex covered meat, feeling that he was still rock hard somehow. She sighed out once he was free of her tight confines and delicately setting it down across his pelvis not to stimulate him too much or slip out of condom—a very unlikely event with how stiff he remained.

"You really filled this thing up…" She carefully rolled the latex sheath down his staff then slipped it off his crown without spilling a drop. She tied off the end then leaned forward and kissed his cheek. "I'll be right back."

Carly slipped off the bed then dashed out of the room and to her bathroom across the hallway to dispose of the used condom. For a split second, seeing the heavy condom filled with his release that was meant for her she grew a little curious. Dipping her finger into the pool, she gathered some of the pearlescent liquid on her finger and brought it to her lips. It tasted just as good as the prerelease she'd hungered for earlier, and maybe even better with a more salty sweet finish. A couple more tastes later, including a heft scoop, she returned to the bed and crawled up next to him, snuggling against his muscular frame then lazily ran her hand up and down his chest.

"Feels like such a waste…" She lazily remarked, "We should have done this years ago…"

"Nothing else will be wasted…" Freddie laughed in an ironic tone. "We should have done all this that day… but… I think I was too patient hoping you would come around instead of going for loser after loser…"

"Well…" Carly cocked her eyebrow and teased, "I'm glad you finally made your move…"

"Finally…" Freddie palmed over her right ass cheek, giving a possessive squeeze as he answered, "I was trying to be considerate of you… I'm not apologizing for that, but… I think we have to make up for lost time and not worry about the 'what ifs'."

"So much to make up for…" Carly shivered and moaned at the possessiveness and displayed strength. She loved the strong bad boy types and she couldn't believe she had been so willfully blind to him. She definitely liked the idea of making up lost time with a guy that, in addition to being a strong handsome bad boy who physically made her a whimpering mess, most importantly he truly cared about her… and she was going to do that right now. "Which reminds me…"

The sweet brunette slithered down his side then moved over his right leg to settle between his legs onto her stomach. She lifted her upper body just enough to show off her upper chest, but hide her nipples pressed against the sheet while she rested her forearms parallel onto his thighs with his semi-relaxed package in front of her face.

"Carly? What are you-"

"Shh…" She kissed his relaxing balls and innocently answered, "I think we have a lot of time to make up for… so many blowjobs I owe you…"

She parted her lips and accepted all of his soft meat, the only time she'd be able to hold all of him in her mouth. She whirled her tongue and loudly slurped around the extra salty tasting flesh, realizing that his tip had been coated with his release in filling the latex barrier. She found it incredibly appetizing, with the added flavor of his musk, and thought about how she might have him finish after pleasuring him with her mouth, but she would have to try another time. He might have one more release and there was no doubt where she wanted it.

"Ungnh… shittt…" he grunted, unable to help his hips push upwards a bit, pushing her cute little nose into his shaven mound. "How… are you so… so damn good… at that?"

Carly shrugged, smiling around the tool as she lazily bobbed with a slight twist of her head, coaxing him to grow in her mouth. She pulled off when he was half-stiff and began to lick all over his strengthening staff and balls as if she was a cat cleaning itself. He twitched with his heartbeat and grew, allowing her to kiss the sides from the base to his crown.

"I love your cock so much… I get wet… just sucking on it…" As he finally reached full mast, she took a broad lick from the point between his balls and base up to under his crown then whispered against the mushroom head, "I've been such a bad, bad girl ignoring you… ignoring what you wanted and needed… you're always putting someone else first… I think that you need to do something just for you… maybe work out some of that frustration with me…"

She didn't know where her kinky side was coming from, but she felt safe exploring it with Freddie. And the way his eyes sparked as she was getting more aggressive showed something almost animalistic and she was excited to see what came of it.

"Please…" the pale beauty moaned, licking his thick tip like it was made of candy, but hearing her next words were even sweeter. "Fuck me…"

"How could I say no…" Freddie cocked an eyebrow, pleasantly surprised that she was begging for him to cut loose with her, but wasn't really surprised that she had a bad girl side under that sweet girl-next-door image. He coyly answered, "Maybe I should, but… first…."

"Don't tease me…" she continued, biting her lip as Freddie sat up slightly. "I feel empty without you…"

"I know… I'm impatient too…" Freddie scooted down the bed away from the headboard to rest his head just on the mattress. He motioned with his finger in a circle and instructed, "Turn around. I need… another view."

Carly took a second to realize what he meant then scooted over on her knees to line up parallel to his side then lifted her left leg over his face to settle her knee by his ear.

"God…" he whispered as his hot breath teased her aching hole. "I could feast on this perfect little flower all day…"

Before she could reply to his compliment, Freddie pulled her center down to his mouth and stuck his tongue and licked the tip of his tongue from her hood to her perineum then to her puckered starfish. He moved back down and started bathing her lips with his tongue.

"Unnnghh… Fr-freddie…" The brunette deeply sighed then plunged her face down to inhale his semi-stiff meat, taking about half of him. It was so hard to focus with the way he was just going to town devouring her sex, simply moaning around his slowly inflating member. She suckled and allowed her saliva build up as her tongue swirled his shaft. She pulled back and let some drool roll off her bottom lip then slurped his crown back into her oral orifice and lazily started bobbing with moans and mews, in time with his twitching and strengthening in her mouth.

The tech-savvy teen suckled on her left lip then the other one, cleaning off her juices then plunging his tongue back inside her to coax more of her juices out to smear on her lips again. He cleaned her against then latched over her opening, pushing his tongue into her flower. He added humming a familiar tune, sending vibrations into her.

Carly clenched her eyes and squeaked loudly around his shaft, turning it into a muffle and sending comparable vibrations down his steely flesh and to his balls.

Freddie pulled his mouth off of her, stifling a groan at the feeling sent to his balls then pulled her cheeks further apart and moved up and started rapidly flicking over her back door, bathing it with his spittle.

Carly pulled off of his proudly standing shaft, wide eyed, and whimpered in surprised, "Freddie, that's my… uggghhh…" She trailed off and closed her eyes, relaxing to the gentle teasing of her forbidden hole as she experienced something new.

"I know…" Freddie soon added his middle finger into her flower and gently pumped her, priming her for what he intended to do in letting out all the frustration he had in watching her try time and time again with loser after loser. "You have such a cute ass… one day… I'm going to fuck it too…"

"Mmmpprmm…" The brunette dropped her head back down and slurped his shaft back into her mouth, lovingly bobbing and lathering her tongue around the thick piece of meat. The image of her tiny little hole getting invaded with something so massive, knowing it might hurt, made her shiver, but she had long ago surrendered her every atom to his desires. She moaned and mewed around the invading organ, pouring the growing feeling in her stomach with his skilled tongue feasting on both her holes.

She struggled to pay attention to sucking and licking the organ she was quickly becoming addicted to, in savoring his attention as his tongue and finger made her insides start to feel like jelly. However, she couldn't last long despite how tasty his manly taste danced on her taste buds. She pulled her mouth off of him and rested her cheek on his right thigh, unable to focus on pleasing him with his attention just too good. She tried to stroke his shaft while she ground back on his mouth, but she was on a rocketship to orgasm once again and she could barely have a coherent thought.

Freddie felt the partial draft on his wet shaft, but the warmth of Carly's fingers wrapped around him driving it back. He could feel her leg and butt cheek muscles trembling, signaling that she was approaching another release. He debated whether to go ahead and give her one or hold it off to be bigger and skip over what would have to be a necessary lull in their activities.

"I don't want you to cum just yet…" He decided to pull his mouth and finger away and pushed up on her thighs to pull her center away from his face. "I want to make this one… this release… beyond epic."

Carly mewed in disappointment, but didn't complain as he grabbed her hips and helped her get on her hands and knees to crawl down past his legs. "Take me… whatever… however you want…"

"I plan on it…" Freddie pulled his legs out from between her braced knees then pulled himself up onto his knees to line up behind her. He put the faintest of pressure against her opening until his crown slipped back into her. "Mmrmm… still so slick and tight…"

"Oh shhhiiiiuunng…" Carly's eyes rolled back and sighed, feeling a new wave of pleasure that nearly sent her over the edge again, pushing her body into the bed. Her fears about any long term stretching were put to rest as she felt like she was just as tight for him as she was earlier, if not moreso. "Does it… ungnghh… get bigger… after…"

"It's just swollen…" The muscular tech-producer continued pushing back inside her, taking his time for her to adjust to him again and savor the feeling of being inside the girl he had dreamt about for years. "You… you made me so hard… so fast… its now… uunghhmmm… you get the picture…"

He stopped halfway inside, allowing them to catch their breaths as Carly was on edge and the tightness around him was exquisite. The longtime friend zone tenant looked down and just took in the sight of the girl he dreamed about, her nearly raven hair resting on her upper porcelain colored and smooth back, was on her hands and knees in front of him, pert little ass in the air, and he was halfway sunk inside her. If he wasn't too careful, he'd let his imagination run away from him and finish in a flash.

"I love your body… so much…" He moved his hands from her hips to brush his trimmed fingernails up her sides then back down to palm over her ass. It was small, but the perfect handful for him and gave it a squeeze to show his appreciation. The tech producer pulled his right hand back and gave Carly's right cheek a quick swat with the end of his fingers, not enough to hurt her, but certainly to catch her attention. "So fucking perfect…"

"Aiigh!" Carly jolted forward and let out a high pitched screech from the light sting in her flesh. She looked over her shoulder and gave him a surprised gaze, with an embarrassed grin. "Was that… because I said… I was bad?"

"Nope…" Freddie smiled it off and answered, "Just couldn't help myself… love this beautiful ass too… Kicking myself for never giving it much attention."

"Well, don't stop now…" Carly half-smirked and cocked the opposite eyebrow, feeling flattered he thought such a thing. She turned her head forward and gripped the sheets to steady herself, pushing back with leverage of her knees, ready to be full again. "Feels… soooo good…"

"Mmmhmm…" Freddie massaged her cheeks as he continued with his steady pace of filling her then withdrawing, relaxing her and enjoying the feeling. "Your pussy… so tight and hot… so slick… I never… never want to leave it…"

The pace was lazy, taking nearly a minute for a full push and pull, but the pleasure was building for both and their moans and groans started joining in harmony.

"Freddie…"

"Yeah?" he asked, pushing completely inside to sheath himself and give her his full attention. "You ok?"

"Better than ok… but…" she grinned and teasingly mocked, "I thought… I was a bad girl and… I needed a little… lesson… and I don't feel… oh God…" She interrupted herself with a laugh at a particular good sensation of the underside of his tool rubbing over her front inner wall. "…like this is… any kind… of punishment…"

"I'm just getting you nice and ready…" Freddie smirked right back, rotating his hips slightly as he made his way back inside his love. "I don't want to hurt you…"

"I understand that my skin tone is porcelain…" Carly nodded with a knowing glance, understanding as she was amazed her tight body was handling him at the moment, least long if he started putting some real power into his thrusts that she assumed he was more than capable of delivering. "But you won't break me."

"Oh yeah?" he asked, eyebrow raised, and biting his lip. He wanted to believe Carly had a tigress living inside her reserved shell, and there was little better than being right on that fact. "I've got a lot of pent up feelings you know…"

"I'm counting on it," she licked her lips as she looked back at him, with a new hunger and fire in her eyes. "I want to be there… everyday… when you come home… and you've got to work out some issues… I want my body to be how you do it. Just… fuck me… until it's all gone… and then keep going…"

"As you wish…" Freddie hungrily grinned then took a firm hold on her hips then picked up the pace with the thrust of his lower back and leverage with his knees, smacking his pelvis against her ass and making her entire frame shake with each deep plunge. "Like that?"

"Aiighhuuhh yesssss…" The brunette opened her mouth and let out a screech in surprise from the sudden power and feeling his crown crash against her cervix like a battering ram. She found her voice and huffed out soft mews and moans, barely able to catch her breath as each deep thrust knocked some of the air out from her lungs. "D-d-d-don't sttopppp…"

As Freddie found a rapid and forceful pace, a pleasant, almost sloshing noise was made with his thick pole plunging into her tight yet slick opening that struggled to accept him.

"Unnghh… tight little cunt…" Freddie began grunting with the effort of pounding into the lithe and innocently sexy girl, causing the power to almost visibly ripple through her muscles. His own muscles tightened, straining and burning as the first hints of perspiration formed on his skin with the effort he put into reaching his fulfillment while demonstrating to Carly that there would be no other man that would please her like him. He ignored the stress on his body and plunged for their shared fulfillment. "Take it… take my fucking cock…"

SMACK!

"Ah!" she cried out. It was like lightning as his hand came down on her ass, a sharp sudden pan that immediately leveled out as he continued pounding her, turning the sharp slap into a sizzling feeling. She didn't hate it. Smirking, she looked back and carefully huffed out, "Was that my punishment?"

"I thought… it might be a start…" he said, rubbing his fingers up and down her reddening rear. "You feel ok with that?"

"Just don't do it much harder than that…" she said with a moaning whisper. "Otherwise, I'm really good with that… I fucking deserve it…"

"Fuckin' right you are…" He wasted no time once he had her permission and brought his hand down once, twice, and then a third time, a loud slapping sound filling her bedroom, each followed by an eager scream. "Bad fucking girl…"

"I'm so bad!" she cried out, smiling the whole time as she pushed herself back against his fervent thrusts. "All those times I teased you…"

SMACK

"All… those times…" she tried to find her breath but the sudden pain and his thick charged thrusts were making it hard enough to think, let alone speak, "… I kissed another guy in front of you…"

SMACK

"All those… jeez… times…" she began, but felt the start of a mini release coming, her sex beginning to tighten up, and her mind going blank.

SMACK

"Unnghh…" she cried out, unable to contain herself, but the pain put off her orgasm for a moment. "I… ungh… friend zoned you…"

SMACK

"And… every time… I sent you… back to your place…"

SMACK!

"Aiighh!" Carly screamed as that spank was so much stronger, showing that he was starting to lose control too. "All that time… we… when… oh god… we could have… been doing… shhhitttt… this…"

SMACK SMACK! SMACK!

"Never… again…" she managed, her skin sizzling with a slow dull pain in both cheeks. "Now… please… don't stop… please… FUCK MEEEEE!"

Grabbing a tight hold of her hair with one hand and keeping his other hand on her hip, and he mercilessly sped up, thrusting harder to give her exactly what she asked for. She was pretty sure she came again but he never slowed down and she barely had time to recover before she was on another trip to one. Even after he let go of her hair, she remained in the same position, her muscles frozen to do anything but be his to own. Her breath was trapped in her throat, desperate for air as her wide mouthed, tongue hanging, panting nearly matched her hyperactive heartbeat and her mind was nothing but a mess.

"Such… a bad… girl…" Freddie certainly had the stamina to maintain a fairly rapid pace for what appeared to be several minutes, though neither really attempted to comprehend the time, filling the room with their grunts and moans and smacking of sweaty flesh on flesh that threatened to leave Carly's ass red with handprints along with Freddie's crashing lower pelvis and her love button slapped with his swinging balls with every other thrust. "You gonna… be my… my good girl…"

"YESSSSS!" Strands of her dark locks were matted with sweat to Carly's forehead while the rest of her hair flew with each pounding of her tightening canal and smacking of her ass that sent her forward. She dug her nails into her purple sheets, braced her knees and heaved for breath while her handful of flesh bounced, struggling and putting in so much effort just to hang on as he was using her body as a glorified toy in pounding away his fulfillment. And she was more than good with that. "Only good… only for you…"

She was in absolute Heaven, never thinking that she could feel this way. She always imagined the soft and safe lovemaking and what she had shared with Freddie earlier tonight had done more than fulfilled those desires and would always cherish such a thing, but she had also dreamed about a strong guy taking charge and just lovingly dominating her. He was fulfilling that desire as well and in her heart, she had known all along. He was all she could ever desire and she belonged to him.

"Oh shhittt…" The swirling realization in her head and his powerful thrusts were sending her well on her way to another release. She opened her eyes and her mouth hung open as the tightening behind her bellybutton knotted as much as it was going to go. She breathlessly muttered, "Freddie… I'm… cu… mminnnggg… agghhh…"

Her trying to signal her release was a sirens' call to him and he threw his hips forward to pound into her harder and show his complete physical dominance over her.

"Cum for me, Carly…" he growled, smacking her ass once more. "Let me feel your rapture…"

Carly's eyes started rolling back and heaving for breath with a bit of spittle leaving her bottom lip as everything below her waist was electrified with pleasure and muscles twitching on their own with his added power. "I-I-I…"

"Now!" he practically roared at her, showing that he really was a wild animal in heat.

"FUCK!" she sweet girl shouted while throwing her head back, shuddering and squeezing around his shaft for all her worth, shocked by the sudden shout and she couldn't help but do as he asked.

Freddie had an almost snarling look on his face as he pushed into her to the hilt, grounding his pelvis in circles against her ass and flattening it, enjoying every moment of being squeezed by the tight canal that legions of her internet fans would love to be gripped by. "Squeeze me tight… show me how you… how you'll milk me dry…"

The wave emanating from her love muscles spread through her like a star going supernova, setting the rest of her being on fire and short circuiting her brain. She lost all sense of time and only felt warmth and delightful sensations.

Her mind may have been on another plane of existence, but her body was still in the real world, under the rules of reality. It finally shuddered through the pleasure and tension and her trembling arms gave out and she collapsed face first onto the bed sheet. She rested the right side of her face on the sheet and heaved for breath while she returned to the world and her fingers lazily dug into the material and ass remained sticking up in the air and Freddie fully inside her drilling her further into submission.

She was so caught up in her afterglow, she couldn't feel some of her release had run over Freddie's jewels and started running down the inside of her quivering thighs.

"My beautiful… my good girl…" Freddie moved his hands from her nearly bruised, but red spotted hips up to her sides then slipped them between the sheet and her breasts. He cupped them and lifting her off the bed to press her back against his chest. "Don't fret… I have you… I'm still inside you… making you my new home…"

"Mmhhmm…" Carly whimpered from the shift of his staff stuffed into her tight opening sliding across her internal bundle of nerves. His arms wrapped around her body made her feel so loved and wanted, a whole new warmth filling her very being as she gathered her senses once more. "Home…"

"You are…" Freddie's mouth latched onto the left side of her neck and kissed along it, throwing a few swipes of his tongue to lick of her sweet sweat. His hands were kept busy massaging and pleasing the small mounds of flesh and tweaking and releasing her nipples, desperately showing her that he liked them in spite of her self-consciousness about their lack of size compared to other girls. "This body… so perfect… so delicate… and yet… so resilient… bends to however I want… but will not break…"

"Please… I'm… I can't take… so sweet…" She lulled her head to the right and allowed him easer access to her neck and surrender further to his touch. She wrapped her arm around and cupped the back of his neck. She turned her head to the left and kissed his right cheekbone. "I love you…"

"I feel even more…" He turned his head more to capture her lips while his left hand trailed down her smooth stomach and dipped between her legs. His fingers carefully diddled the exposed love button, causing her to shiver in his grasp. "I am enraptured by you, Carly Shay… overwhelmed in my love and my lust… and I cannot… and will not… stop either one…"

"Ohhhuuhhmmm…" She thought she would have been finished after that release, but Freddie was proving her wrong as her body began climbing to another release with his expert handling of her body. He knew just how to handle her chest, practically molding it to his whim yet giving her incredible pleasure. His finger over her exposed and sensitive love button teased it just right to give her steady building pleasure instead of feeling rushed or too aggressive. She didn't know if it was his natural talent or that it was some grand sign that they were attuned to one another and meant to be together. She wasn't in any state of mind give any deep philosophical consideration to such an idea as she was lost in her lust and well on her way to explode again. "Fffrre… dddiieeee… eee… I'm… argghghhhh…"

Carly trailed off with another roll of her eyes to the back of her head, her limbs turning to little more than putty. She shivered and jerked in his grip, muscles rapidly twitching with confusing signals from her overwhelmed brain and trying to get away from the stimulation, but he lovingly held her and dared not let her go.

She rapidly clenched and relaxed around him, allowing a new and heavy flow of nectar run down his shaft and onto his balls then finally on the sheet below them, soaking their joined genitals.

As Carly finally began to relax sometime later, time was not something she could comprehend at the moment. All she knew in this instant was that she felt the most incredible pleasure, her heartbeat roaring in her ears, her chest heaving for breath as if she ran a marathon and Freddie's grasp around her. Oh and her most sensitive and private of places was being stretched wide and fulfilled in ways no fantasies could ever measure up to.

"I think… I…" Carly looked down, still catching her breathe and trying to focus her vision. Her vision finally cleared and she noticed the damp spot on the sheet below her. She began with panic lacing her voice, terrified that she had wet herself, "Oh my God… did I just… did I p-"

"Shhh…" Freddie cut off her panic by bringing his fingers off her slit and to her lips, slipping them into her mouth to answer her question. "The finest of treats… your nectar… I pulled it from you… and it is worth sharing…"

Carly didn't know what to expect, perhaps something salty and bitter, but was surprised and relieved by the extremely sweet taste of her release. She closed her eyes and moaned around the digits, slurping and licking around them, thankful she didn't do what she had assumed.

"I thought I lost you for a moment…" While she was getting a sweet treat from her fingers, Freddie answered, "You came hard… twice I think…"

He kissed along her neck, particularly under her ear as she finished cleaning his fingers. Once finished, he laid her across the bed then slowly pulled out of her, deeply sighing as he felt the cool air of the bedroom and that he wasn't too far away from blowing a second time. He took her left leg then carefully rolled her onto her back. He parted her legs and scooted on his knees to line back up with her opening.

He passed a look to unnecessarily ask permission to be back inside her, one where she gave a barely perceived nod of approval. He slipped his spongy head past her slick lips, making it a little easier then the last few times of loosening up and covered with her dew.

Carly dug her nails over his shoulders, shuddering in approval of his sword sheathing back into her. She wanted to tell him that she didn't think she could cum again, finally figuring out that his intention since they started was to keep giving her pleasure, but she couldn't—wouldn't leave him hanging. She figured the worst that could happen was that she passed out and if that was by experience pleasure from the man that loved her with such devotion, that wasn't a bad way to have a peaceful night sleep.

"I can't get enough of you…" Freddie leaned forward and braced his palms on either side of her upper arms. He dipped his face down and captured her lips. "Most of all, these soft lips I've dreamt about for so long…"

"I… I can't…" Carly's hands went up to cup his cheeks and moaned into his mouth, shoving her tongue past his lips to duel with their muscles. "I can't pick just one thing… everything is… everything you are… my thoughts are all… messed up…"

"Then don't think…" Freddie returned the passionate kiss and lazily bucked into her, the wild and primal need for her satisfied for the moment and lulled into gentle lovemaking. "Just feel…"

The brunette sweet girl couldn't feel more complete with him inside her, pushing her tight muscles aside and pushing her petite body to the limit to accept what she felt was a truly monstrous cock.

He pulled his mouth away from her bubblegum lips and asked, "I'm getting close, baby… real close… do you want me to pull out?" He lowered his chin to look down at her sweaty porcelain body with her flushed softly curving breasts bouncing down to her taut stomach that he was making slightly distend from filling her with his thick meat.

Carly rolled her head to the side, loving the sound of his spontaneous pet name for her, and whispered, "Call me that again…"

"What?"

She rolled her head back to meet his eyes and breathed out, "Baby…"

"Baby…" Freddie licked his lips and grunted out possessively with a few more powerful thrusts into her, "Carly Baby… you're my babe, baby… anything else you want me to call you… my baby…"

The web-star's smile beamed brightly to him, falling more in love with him—realizing that she was always in love with him, but couldn't accept it. She shook her head wildly, unable to stop grinning as her face grew as hot as her core.

"That's my baby…" The last of his resistance began to fail him and he urgently continued, "Where was I? Yes… where I'm going to finish… I could cover that perfect tight little tummy with my load? That'd be a nice little spot or maybe…"

"Maybe?" she repeated, looking hopeful and scared all at once.

"Maybe…" He bent his elbows as if he was about to do a pushup and brought his face down to hers, his hot breath huffing onto her face and tickling her lips. "Maybe… I'm going to fill you up this time… you want that? Do you want me empty into this tight and perfect little pussy of yours? Where you wanted me to fire off years ago?"

"Oh yes… deep inside… down to the last drop…" Carly tightened her hand around the back of his neck and hairline and stared him straight in the eyes as she panted out, "Yes… I want to feel you this time… for real… _now_!"

Her demand, mimicking his own request earlier, and her muscles clamping around him hard sent him over the edge.

"Unnghh!" He pushed up to straighten his arms to look down on her and the back muscles of his thighs and ass clenched several times then his resistance failed and cut loose, firing several heavy loads to fill her squeezing vice. He clenched his jaw and growled through gnashing teeth, "FUCCKKKK CARLLEEEE! I… SHIIITTTT LLLLOVVVVEEEE…"

Freddie bucked into her hard, the sound of their smacking flesh, just a little lower than his primal growl but still filling the room.

Carly clamped her eyes shut cried out as she felt the impact of his thick and warm load strike the entrance to her womb and some spilling past the tight ring. She shuddered while holding on to him and clamping her legs around his hips, her muscles milking his rod as it spit out his release, not daring to let him, or his seed, release until he was finished.

After several seconds of shared ecstasy, Freddie muscles finally ceased trembling

He carefully lowered himself, to cover her but not put his weight on her and snuggled his face against the left side of her neck.

Carly's eyes fluttered and took several deep breaths as her body felt completely drained, but satisfied and just allowed herself to feel the warmth of his release flood and fill her innermost parts. It was a strange, almost alien sensation of have something so thick and warm slightly sloshing around inside her, but it felt so right as if she had finally found the piece that made her complete.

She brushed her fingers over his hairline as he continued to pepper her neck with kisses and brushed his nose up and down the pale, fair skin. Her breathing finally calmed enough for her to speak, "I love you too, Freddie… I love you too…"

Her words and tender encouragement caused him to shudder and jerk his hips forward one more time, causing him to spill a few last dribbles in his tank into her welcoming hole.

"Mmhmmmm…" Freddie raised his face again, smiling at her words then playfully kissed along her chest, taking time to lick her hard pink nubs and suckling on them a few times, then move up to her collarbone and neck. He eventually reached her jaw line and chin before capturing her lips in a slow and playful exchange. "You're… so… perfect…"

"So…" Freddie was the first to pull his lips away and asked, "… did your date night end like you expected?"

"No…" Carly shook her head and laughed, "… not like I expected at all, but I think that was a fantastic way to finish up a date night… maybe we can have a real date of our own… then have a repeat performance? And then a repeat performance of that one… and so on…"

"I would love that…" Freddie smiled against her cheek and brushed his lips up to her left ear. "I would love to treat you like I've always imagined. Dinner, dancing, then finding someplace quiet to worship every single inch of you…"

The new couple shared smiles and another kiss before he rolled onto his back, pulling her along to rest across him and taking a firm grasp of her ass to maintain their connection, somehow remaining semi-hard inside.

"Ooooh…" Carly giggled and her lips found his mouth again then answered, "I'd definitely love that…""

She relaxed again, snuggling with him as he protectively kept his arms around her and remained inside her, lazily raising and lowering his ass off the bed to saw his weakening member in and out of her to give each a bit more stimulation and made sure he empted completely into her before drifting off to sleep.

* * *

 **I do hope that was worth the wait. I'm not commenting on the time it will update again, but the next few chapters will most assuredly be in the waking world and in canon. Thank you so much for reading and I can't wait to hear what you think so please comment/review. I know there have been some guest(s) chomping at the bit for faster posting but I hope to keep a steady schedule.**

 **There was also one Anonymous reviewer I wish I could have PM'd a response to, but I can do it here, so here goes- I wrote One Night nearly 10 years ago and it was full of issues, and I felt it never matched up, emotionally to where I wanted it all to be. I grew so tired of the rut I had written myself into that I actually grew to hate my work, and rather than what I did with SI (no spoilers in case other people haven't read it yet), I was going to delete those stories entirely. My cowriter and my editor talked me out of total deletion and I went with the SI method (which most people actually like better than the rest of the more... primal One Night PWP pieces). New characters can be tough to handle, but I am not making any new OC's for the foreseeable future. There will be new characters (from similar shows) that pop up and will join the story, (Carly was only the first we've dealt with in person, but we will meet the second in chapter 4) but I hope you continue to enjoy and they fit a bit better.**


	3. Chapter 3

**I know it's been a little while since I posted, but SVAD and I have been working on a schedule and system so we are consistently two chapters ahead just in case something happens. Also, I know there might be a few people who might feel a little slighted the last chapter was just a dream, but fear not, as we return to the main story here. Alright, enough jibber jabber on my part...**

* * *

 **Shay Apartment**

 **Seattle, WA**

"Finally…" Carly Shay let out a tired, but content sigh as she unlocked her door and entered her apartment. She easily fell into the old habit of coming home after a long day of school, minus, unfortunately, the fact that Sam and Freddie weren't with her on the trip. Freddie had immediately set off for his after school job, eager to build up a little nest egg before heading back to Los Angeles after graduation, and Sam constantly staying in the apartment for her online schooling.

Fortunately, as she opened the door, she was greeted by her blonde best friend lazily sitting on the couch with her feet propped up on the coffee table and munching on a sandwich watching television. She brightly greeted her friend with that cheery and upbeat voice that made Carly Shay feel like a truly bright spot in the world, "Hey."

"Hmmpph…" Sam turned her attention to her friend and returned the smile, clearly happy to have her best friend back in her immediate presence, even with a mouthful of food "Ohhgayy Garls..."

"Sorry to interrupt the late lunch…" Carly plopped down next to her and answered with a tired smile, "So, how was your day?"

"Just a snack… momma had the munchies…" The dirty blonde lazily shouldered after a mighty swallow, her ever-present cocky smirk still on her face as she answered, "Nothing to complain about… Just some class time, eating and napping. I'm living the dream."

"Clearly…" The brunette smirked, a bit of liveliness sparkling in her eyes as she could see that Sam was enjoying her new form of schooling. "So, enjoying it more than going to Ridgeway?"

"Yeah. I don't have to put up with dumb teachers I had to at that shithole. They just teach it and don't bug me. I'm not yelled at to finish assignments and they don't take roll…" She paused and thought about it for a moment then added, "I legit think I'm learning more doing it on the computer than I ever did at school."

"That's… good, I guess…" The brunette raised a teasing eyebrow. "So, it was the environment?"

"Maybe. Freddie mentioned that maybe I just don't learn that way…" she whispered out, shaking her head, and keeping an eye on the television. "That maybe I'm just built to be in a classroom, eight to three, surrounded by morons, but…"

"Somehow I don't see him using the word morons…" Carly started to joke, but she heard the twinge of regret in her voice. "But what?"

"It's just…" Sam made a somewhat sour face as she answered, "… it does suck that I'm not actually with anyone else. It's just me and the computer."

"There's always Spencer. It's never a dull moment with him," the ever bubbly former webhostess remarked. "Actually… that might be a drawback…"

"Honestly… I think I'd take him half the time, but he's not around much either." Sam slightly shifted in her seat to face her best friend—a term that had become murky with Cat and Jade in her life—and replied, "He's busy with his art, his girlfriend, and he's not actually taking the class with me."

"I get that…" The brunette sympathetically nodded her head then her smile grew and she asked, "But you are learning something?"

"Oh yeah…" The blonde let out a deep sigh and shifted in her seat to look back at the television. "Yes, I am learning something. It's kind of surprising how well I'm doing for someone like me."

"I don't follow…" Carly held a smirk, but raised a challenging eyebrow. "Someone like you?"

"Don't pretend, Carls…" Sam slightly nodded her head back and forth, putting on a displeasured expression as she mumbled, "I'm not exactly the academic type… don't have all the brains for it like you and Freddie—"

"Now don't say that…" The cute brunette was quick to cut her off with a sharp tone and steely gaze, "Have I ever said you were dumb?"

"No you didn't," she quickly relented, seeing she wasn't going to win the disagreement with the determined look in the brunette's eyes. "But that doesn't change the fact that-"

"Yes it does… you are smart. End of story…" Carly quickly followed up, "Besides, if Melanie can do well at some fancy prep school, you have the potential to do just as great or better."

"Now you're sounding like Freddie," she flippantly answered with a roll of her eyes. "Every time I study with him, he throws the same line at me…"

"Great minds…" she answered with a playful smile and sing-a-long voice. "Though I can't see you two studying together…"

"And two days ago you couldn't see us banging like rabbits…" Sam smirked and fired back, though the blushing face before her caused her to quickly shift gears, knowing that discussing the relationship was about as comfortable as making her think about how her sister had far exceeded her in the academic field and gotten as far away as possible from their family, "So… how was your first day back?"

"Honestly… I don't know…" Carly slumped back into the seat of the couch, enjoying the soft comfort compared to the standard school desks that weren't exactly the most comfortable pieces of furniture. "It was… welcoming—almost overwhelming."

"Makes sense…" Sam looked back towards the television and idly asked, "So, everyone was happy to see you?"

"I guess…" Carly lazily shrugged a shoulder and replied, "Everyone wanted to know how I was doing, what I was up to in Italy, if I'm back for good… and of course, if we're going to start up iCarly again."

"Yeah… same bullshit I got when I came back…" The blonde put on a somewhat poutful expression as she didn't necessary have the friendliest welcome during her visits back to her school, plus the 'incident' Franklin caught she and Freddie in. "What did you tell them? Enjoyed the Mediterranean? Made out with some Italian boytoys?"

"Saaammm…" Carly sighed with a roll of her eyes. "I told you; I did not have any boyfriends while I was over there."

"I remember…" Sam slightly smirked, knowingly eyeing her friend and glad to take the subject away from their school. "I assume you let Tasha have them all…"

"Well…" The brunette tightened her smile and felt a flush of heat, feeling a surge of emotion at the mention of the aspiring model. "You know… how she can be…"

"Yeah… I remember…" Sam raised an eyebrow, curious as to the slight shift in her friend's demeanor. Her need to pick up body language had diminished with Cat always wearing her heart on her sleeve, but she could still see a change in her best friend. She followed up with what she hoped was a sympathetic and jovial tone, "She wasn't hogging them all to herself, was she? Not letting you get a chance with any?"

"No... I mean… I think we just are… you know… different…" Carly attempted to put on a casual smile, trying not to let anything else show about her little secret from Italy, and offhandedly replied, "Tasha had a few male friends she occasionally hung out with, but she was focusing on the vacation and modeling more than having to deal with… you know… a guy. Those were her priorities."

"Oh?" The former bully of Ridgeway narrowed her eyes, wondering what exactly was happening with all this subtext. "Super busy with all that, with having so little time for guys… and yet… she left enough time to hang out with you?"

"Yes," Carly fired back, ready to double down on the concept and trying not to let anything uncomfortable slip out, "… because we may not have really been friends when she was with Gibby, but we were still friendly and knew we were good people. She knew I wasn't going to try to take advantage of her like someone else might, so we…"

Suddenly, she wasn't exactly sure how to finish her statement.

Sam cocked an eyebrow, her mind instantly going the carnal route and teased with a wicked smile, "Advantage?"

"Don't put words in my mouth… not like that obviously…" Carly bit her tongue, not initially knowing how to respond to such a statement because from a certain point of view, she may have done that to Tasha or the buxom model may have done that to her, she wasn't quite sure. She slightly shook her head and let out a nervous laugh, "I meant like someone that would try to you know… get close to her and maybe try to use her budding stardom to advance their careers or just the perks of hanging out with her… you know, that sort of thing."

"Budding stardom? Perks? Last I saw, the girl was looking pretty perky…" The blonde apparently didn't notice her discomfort and just laughed along, "It doesn't hurt that she's hot too…"

The statement hung in the air for a few seconds, Sam finding the situation a little funny while Carly was hoping her friend wouldn't notice her mild discomfort of their conversation brushing a little too closely to her secret.

"So, anyway…" Sam turned her attention back to Carly and continued, "So, what are your plans about staying? Are you just staying for the prom then going back? Back here for good?"

"Longer than that…" Carly shrugged her shoulders and replied, "We're graduating in less than three months, so I might as well stay to finish the school year out. It would be nice to actually get my diploma from Ridgeway. We did go through middle school and high school there together, but I'm not sure what 'for good' really means anyway? I'm not even sure if I'm going to go to college here or maybe go out of state—Freddie is real eager to get back to Los Angeles to start college."

Sam nodded her head, seeing her point as her plans before her breakup with Cat was just to head right back down after prom. Her plans really hadn't changed since the breakup as she was planning to follow Freddie right back down, eager to follow him wherever he went, and with how things were developing with Jade, she had even more reason to go back to LA. She hadn't given it much thought about where she could stay since there was no way she'd be able to continue to room with Cat. In her mind, Carly would be separating off again anyway, so 'for good' didn't hold any real meaning to her either.

"Yeah…" She refrained from actually commenting on her point about Freddie. She didn't want it to turn into a discussion of why he was so eager because that would blow up again into her thinking he was cheating on Jade with her. She quickly turned the subject, "So… everyone was happy to see you. I know Franklin was happy to see you."

"Yeah he was. We had a reunion in his office…" Her face turned a little sour as she continued, "…Briggs and Howard were their usual sour selves."

The blonde rolled her eyes and flippantly replied, "I would have told them where they could have gone as soon as I got back if it wasn't for the fact I can't do anything to screw up going to the prom."

"Of course…" Carly shifted in her seat and rested her arm across the back of the couch and propped her head up with one hand. She asked with a playful smirk, "So you are going?"

Sam teased with an eyebrow, "Did you have any doubts?"

"Maybe a little as a dance is a little 'girly' for you and you really don't do girly all that well."

"Hey, I did girly just fine when I went to the Hollywood Arts costume dance. You have the pictures to prove it," the blonde smirked, and if she was being completely honest, there might have been an air of flirtation there as well. "Assuming you kept them…"

"How could I not?" Carly giggled and replied, "Yeah, you looked pretty hot in your costume." A beat later she realized what she said and felt a heat of flush form under her cheeks.

Sam apparently didn't notice as her mind instantly went back to just how hot she got in and out of the costume at the dance. Her mind lingered on Freddie of course with what they shared in one of the restrooms, where she knew he was meant for her, but her mind lingered on Jade nearly as much, with their surprised genuine intimacy in the restroom not just fueled by lust, but something deeper.

"Yeah… I guess…" She shook her head and recovered with her usual charming self, "Thanks, Mama does look pretty hot when she cleans herself up."

"Ohmygod…" Carly's eyes suddenly went wide with excitement. "We need to go dress shopping."

"Ugghhhh…" Sam instinctively groaned despite knowing she shouldn't dread such a trip; she wanted to look fantastic for Freddie and to a lesser extent Jade. "It's like you've forgotten everything about me…"

"Oh, stop…" Carly sighed and added, "Don't be that way. I'll be fun. You want to look your best don't you? It's a night we're never supposed to forget."

 _Depends on who my dance partner is that night…_ The blonde thought to herself as she sighed again, slightly leaning her head to the side and answering, "It's not even that… it's… it sounds like a chore and I hate chores."

"It'll be fun; I promise…" the brunette devolving into almost a child with the way she begged. For a split second, visions of Cat were syncing up. "We'll go to the shop and just search and search until we find the perfect dress for you. Something that will show the real you off… something that _someone who lives nextdoor_ will never forget…"

"Just… don't… let's not talk about… that…" Sam slightly frowned and replied, "You're not helping your case, Carls."

"Oh, come on…" The brunette rolled her eyes and let out a sigh, "Don't spoil this Sam. I don't want to go by myself… It'll be fun. I know it will be fun. Wasn't it fun dressing up for the dance at your friend's school?"

 _You and I have very different definitions of friend, Carly…_ The troublemaker wore an impassive gaze for several seconds then answered, "Yes, it was fun, but… I do not want to be in some shop surrounded by all the other girls at school and the other schools while shopping or some busybody trying to shove some dress unto me that is horrible or too expensive. All that girly shit would drive me insane."

"Don't worry about that…" the former web star grinned wider, hoping her understated, but still perfect, smile would win her friend over. "We'll go sometime when it's not as crowded and I'll pay for the dress. It's the least I could do for my best friend."

"You're killing me…" Sam cracked a smile, refraining from pointing out that she was already staying with her, rent free, and not even having to pay for food. If she really thought about it, she wouldn't have minded getting a nice dress to really look good for Freddie, and to a lesser extent, Jade; something that would take his breath away and would drive him to remove it from her like he did after their date. She deeply sighed, fighting off the fantasy once more, now trying to convey that she was doing Carly a favor with her next words, "Fine… pick a day and we'll do all that… girl stuff… like shopping."

Carly's face lit up, elated with Sam relenting. "It's going to be great Sam. I promise," she replied with a joyful cry.

"Promises, promises…" The blonde sighed and wore a worried expression, wondering what she had just signed up for.

* * *

 **Shay Residence**

- _So, are you girls behaving?_

After hanging out for the rest of the late afternoon and a satisfying meal, the girls retired to Carly's room for the evening. Sam was relaxing back on the couch with her feet propped up on the end armrest and typing away on her phone a message off to Freddie. After working all evening, he finally had a night off where he didn't have to close, but of course his mother was home to put a damper on anything.

 _-unfortunately yes. wish i wuz over there misbehavin tho._

 _-Me too, Princess. But you have Carly there after months apart. Use that time well since she might leave soon._

 _-ughh u cant tell m friend n call me Princess. U no wut that shit does 2 me._

Carly was sitting at her desk, lounging back in her chair as she watched the large television, catching up on some American television, but every so often, she would glance over her right shoulder towards her blonde friend who kept giggling and smirking at her phone.

 _-Are you saying I'm messing with you? On purpose? Oh, I would never… :D_

 _-Tell ur mom to fuck off. I just wanna sleep in ur stupid nerd tshirts n get spooned u asshole._

 _-And I want to kiss and touch you all over, PRINCESS… but our night's coming soon. Promise._

The casual nearly silent hanging out neither had enjoyed with the other over the last year carried on for several more minutes until despite Sam being engrossed in her text messaging with Freddie, even she couldn't fail to see Carly continuing to look over her right shoulder towards her.

 _-U r gonna get hurt when that cums. Momma gonna go all night._

She finally fired off one last text then rested the phone on her lap with an annoyed expression, mostly at her situation. She sighed out, feeling a little frustrated at the odd behavior that was interrupting her texting Freddie and sat the phone down on her lap. "Okay Carls, what's the deal?"

"Deal?" Carly was looking at the television at the moment Sam asked her question, so she had to look over her shoulder and feign ignorance when she responded, "What? I'm not-"

"Don't 'what' me…" the frustrated blonde narrowed her eyes, feeling the heat from her insides flowing into her head to fuel her anger. "What's going on?"

"Nothing, just watching TV..." the former host attempted to cover, though from the look on her friend's face, it wasn't working. "Even with satellite, we don't get all the shows on base."

"It's not nothing and it's not the damn tv…" she fired back, feeling a slight vibration from her phone, causing her to check it. "You've been looking over at me for the past ten minutes, so what's the deal?"

 _-Just don't put too much work into your outfit, Sam… Because it's just gonna get ripped off of you when you walk in the door._

Carly took a breath then let out a long sigh, seeing in her best friend's eyes that there was no way to try to convince her everything was fine or blow her off any longer. She turned in her seat, got up and walked over to the end seat of the little dinning area of the room towards Sam's feet. She took a seat and relaxed back, her nervousness clearly on her face. "I need… I need to tell you about something…"

"Oh yeah?" Sam sat up straighter in her seat, sensing the nervousness from the brunette. "And it has to do with how you're staring holes in me?"

"Yeah… just… just bear with me…" the pale sweet girl took a few moments to gather herself, taking a couple deep breaths, caught between shame and excitement to open up. "Before… and definitely after… everything you told me about what going on between you and Freddie… how you really were together the first time and now… I wasn't entirely… forthcoming about what I did in Italy… and who I did things with…"

"I don't follow…" Sam knotted her brow in confusion then replied almost incredulously, "What are you talking about? You said you were still a virgin last night… you lied?"

"No… I mean… I am… but…" Carly bit into her bottom lip and glanced down at her lap, unsure how to go forward even when she wanted to be truthful with her best friend. "It's complicated…"

The dirty blonde's eyes went wide and jaw slacked for a few moments before she found her voice. She uttered with a knotted brow, "So you did get with someone? Was he at least good looking? No, wait… you're embarrassed about this… so maybe not… or did he not treat you right because if he didn't…" Sam's face became a mask to hide the potential fury bubbling up in her stomach at the possibility that she had given it to some loser that hadn't treated her right. She thought of all the different types of pain she would unleash upon the person.

"I didn't lie about the guys…" Carly raised a hand to stop Sam before she could work herself up into a frenzy. "I told you that yeah, there was a few cute guys I hung out with while I was in Italy and that maybe, just maybe I did a little more than kiss one, but it didn't go beyond… feeling each other through our clothes. But what I… what happened… I wasn't with a boy… I was with… a girl…"

"A girl?!" Sam's eyes grew wider as she muttered without thinking, grabbing her phone and firing off a quick message saying that she would text more later. "You hooked up with a girl?"

"Yes and…" Carly's stomach was in absolute knots as she moved closer and closer to the truth, "… you wouldn't believe who it was with…"

"Really?" The blonde knotted her brow as she slowly questioned, "I ah… I'd know who you've been with?"

The possibilities quickly ran through Sam's mind, but the choices were quite limited and none of them seemed like a likely candidate. She started thinking about perhaps famous people, perhaps Carly ran across one, but not a single person seemed to stand out until she thought back on the previous days' talks and how often Tasha had come up and how weird Carly got about her.

"You… and Tasha?"

"Yeah…" the brunette said, looking at the floor and breathing deeply, clearly very ashamed of what she was about to reveal. "It just kinda… happened…"

"Well, you have to tell me…" Sam nearly jumped to the bed they shared, ready to curl up and hear this little 'bedtime story' and smirked. "Or do you just want me to imagine how it went when I tell Freddie?"

"YOU CANNOT TELL HIM!" Carly nearly screamed, seeing that Sam was messing with her, and she hit the lights and climbed into bed to join her friend. "It's kind of a long story... and what I tell you, stays in this room and just between us, right?"

"Just spill, Carls…" the blonde said, getting comfortable. "Spare no details…"

"I don't really know where to start, honestly…" she began, taking a few deep breaths and searched for the right access point of the story to give it context and depth but not take all night. "It was right before the end of February. And I know Tasha was not my best friend when we were in school or anything, but while I was over there, she was pretty close for a couple months. I knew she was a year older, but she seemed so much more mature than me. Taller, gorgeous, and curves that I never imagined noticing on a girl."

"Lesbian Carly… can't say I ever saw that coming…"

"Stop… I'm not a _lesbian…_ I'm just… I mean… just listen…" the former web show gathered her mind together once more. "And she was hilarious and smarter than I really gave her credit for and was somehow unafraid of everything, which was kinda different than when she was with Gibby. I'll remember always feeling flattered that she said she liked me, called me cute a couple times- awkward, comparably flat-chest and pale me- and compared to her I was like a dorky little kid."

"Recurring theme, I guess…"

"But somehow…" Carly ignored her friend as she seemed to drift into this memory like she was riding on a cloud, "… we ended up sharing days and nights together in a whole other country on a whole other continent. Purely by accident… or fate. We went to different high schools, we'd kissed once during a super awkward spin the bottle game, which I know you remember since you were being so protective of Freddie, but that was it, apart from play-flirting, but then, didn't she do that with everyone?"

"I remember Gibby told everyone, thinking they hooked up and I wanted to tear that bitch's head off… so yeah, I remember… but that was like… late middle school, right?"

"Right. So, one evening, she just comes over to dad's place. Totally different from the apartment here. It had this big backyard and this big pool and we were lying on these reclining deck chairs, and drinking wine she'd got from this one store because the drinking age is just 18 there. I remember she was telling me about this guy she got with at a model party, in detail, like… you know… making-me-horny kinda detail-"

"Like when you find out your best friends have been secretly fucking and you want all the details?" Sam teased with a grin, biting her lip, enjoying taking this story journey with Carly. "Go on…"

"Anyway… she talked about how they snuck into the garage and he'd gone down on her and made her… you know… blast off… like twice. And, probably because I have zero tolerance for alcohol, I told her that nobody had ever gone down on me before, but I always thought it sounded nice. And she was like, 'Wait, hold up. nobody's ever been down on you before?!' Because I'd had little relationships with people like Griffin and Adam and all those guys, she thought that would have been a thing that had happened in at least one of them, but it hadn't, and I had to tell her no, boys didn't seem to want to do that, and she was like 'F- those guys.' And then she said, not looking me, taking a big drink, 'I mean, you're really cute. I would have eaten you out in a heartbeat!' I remember those words, said so nonchalantly and they just bounced around in my head."

"No wonder you were so into how Freddie does that with me…" the blonde nodded, biting her lip and thinking about how Freddie had made a meal out of her countless times. "So you asked her to do it?"

"No… well… I mean…" Carly sighed, knowing that Sam was ruining her steam, but she needed those breathing points to gather her thoughts about how to share all of this. "Later we were in bed, in my room, like we did once before. She didn't have to stay over, and could have gotten a cab back to her apartment but she wanted to stay. I had to give her a t-shirt to wear and… well, you can imagine how that thing fit…"

"How could she fucking breathe?" Sam laughed, just imagining those huge breasts squeezed into a tiny Penny tee that probably couldn't reach down to her navel. "Guess I can see another reason you two needed to get naked and bang…"

"Don't… don't say stuff like that, Sam… it's… not right…" she sighed, trying to get her former cohost, and miraculously still her best friend, to focus. "I was just saying that's what we wore to bed. Just t-shirts and panties because even in the winter, it was still pretty warm. At least, that night it felt warm. It was maybe 11pm and dark and warm and pointlessly humid and we're a little more drunk than before, and we're listening to music and talking and then we're quiet for a bit, when she just sits up a little bit and goes, 'Ok, Shay.' And I'm like, 'OK, what?' and she says 'Just close your eyes.' So I do it. I didn't know any better and my faculties are just gone at this point."

"Now things are heating up… took long enough…"

"I'm trying to tell the story… just… shut up, Sam… please…" Carly shook her head, preparing as Sam wasn't wrong- this was the moment that things crossed a line. "The next thing I feel is her gently lift the bottom of my t-shirt and then the touch of her soft lips on my tummy, planting kisses on my skin like little whispers. My dad did that when I was a kid… and so did Spencer a little bit I think, but this wasn't blowing raspberries or in the pursuit of making funny sounds. These are legit kisses."

"Freddie does that to my belly button sometimes… licks and kisses it," Sam let out a minor moan at the memory of the last time her lover took such care of her, but could see that Carly was frustrated. "Sorry… just sharing too…"

"So… she's doing this… and I can't help but open my eyes and look down and see her kissing my stomach. I couldn't speak but I couldn't look away and I definitely couldn't move. Her kisses get softer… wetter. I feel the tip of her tongue on me. It feels soft and perfect but I'm so surprised I laugh out loud, and then instantly stifle myself because my dad, the straight laced Air Force guy, is sleeping right through the eastern wall. Not even thirty feet probably…"

"Your dad would have lost it…"

"I know… and that's why I'm just panicking and trying to control all my nerves, but Tasha is just acting like this is all normal. And then, giggling to herself, she kisses my neck and I absolutely melt. I thought I had, with a couple guys, and yeah, Freddie was one of them… but I have never really melted until that moment and I just shut everything screaming in my brain about how wrong this is, and I can tell she hears my breath catch in my chest, and I'm embarrassed and scared and excited all at once. She shimmies back down the bed a little and grins at me and says, "I want to show you how it feels."

"Sounds like she really did a number on you…" Sam smirked, watching Carly's face move between beet red and bright pink through each and every detail. "Freddie does that shit to me all the time. Surprises me somehow."

"I was totally surprised! And I don't say anything, because I still don't know what to say, but she waits a little and then just says, "I'm going to start here, OK?" I don't even know where here is but I'm just frozen. She slides her fingertips up under my t-shirt and pulls it up to reveal a little more of my tummy and starts to kiss me again. Her lips are warm and wet and perfect, and her fingertips are tracing my hip. But this time, she's kissing up, slowly, up from my belly-button, over my ribs… and all I can think is that she's going for second base- as far as I've ever let a guy go and she's not slowing down. And I don't want her to."

"Way it sounds, she might not have stopped either way…"

"It's like she's on a mission…" the brunette, slides a bit down, allowing an 'itch' between her legs to get a slight scratch of relief from the comforter. "She silently lifts my t-shirt up further, over my breasts. I feel so exposed I swear to God I'm actually shaking, but she doesn't look up, and just brings her mouth down over my nipple, and O-M-G. Griffin just felt me up. Just with his hands. And that was through a bra. This is… beyond belief."

"I miss that feeling…"

"I really can't believe it's me laying there, and her, a girl, but I'm especially fixated on the 'her' parts, and she's just… licking, and sucking, all over my… you know…

"Tits," Sam added, suddenly wondering if she was turning into Jade, trying to grab dirty words from Tori. "Boobs. Ta-tas. Jugs. Girls."

"Yeah… right… and each time she swipes over my… nipple, I just… ache… it's like my… my… clit starts to twitch."

"Look at Carly Shay… talking about her clit and nipples…" the blonde interjected, trying not to laugh or piss Carly off too much with her teasing. "Soooo naughty…"

"I'm going crazy and I'm completely paralyzed. If at the pool I was just curious and excited, now I'm like, completely horny. Like the tingling all over horny, only-thought-I-felt-this-with-boys horny, parting-my-thighs horny, please-f-me horny. I've never even thought of asking a guy to do that to me and here I was… almost screaming it out if the words weren't trapped in my throat."

"Not gonna lie…" the former bully breathed deep as she listened, "… when you brought this up, I legit thought you two just made out but… wow…"

"I haven't even gotten to the really big stuff…" the usually demure young woman nervously laughed. "And I whisper to her 'Tasha…' and she's like 'Yeah?' and looks up. 'That feels really, really good, I tell her and she just casually goes 'Should I keep going?' And I tried to play it off really cool and was like 'If you want,' but sweet lord did I want her to."

"Not sure if I've ever seen you look desperate before… now I'm curious…"

"She doesn't say anything else, and her mouth moved to my other breast and her teeth lightly pinched my nipple and I just gasp uncontrollably. And like a freaking sex ninja, she slides her hand over my mouth, which turns me on even more, which was probably the Anastasia Steele in me. I'm so flippin' wet I can literally feel my underwear's already ruined."

"I'm ashamed I know that reference…"

"Oh be quiet… they made the trip more bearable. Plus, I think I learned a few things…" the sweet girl said, clearly less ashamed of the creepy BDSM faux relationship in a book than her own sexual awakening. "So then she starts kissing down. Inch by inch. My… boobs, which are now freezing cold since she got them so covered in her spit, my ribs, my tummy… until she's teasing the edge of my panties, tugging the fabric down a little further, then running her tongue over the newly exposed inch of skin, her hands on my thighs, and then she's lying between my legs, and I'm so nervous and horny that I just blurt out, 'Um, I haven't really shaved!' and she just grins at me, presses her finger to her lips to quiet me and whispers loudly 'Natural is all the rage now anyway…'"

"I swear that sounds like a Freddie line…" the blonde chuckles, imagining how he treated her own bush that first time and how he treated her sex's grooming as something that didn't deter him either way.

"And then time basically stops… it's very quiet for a second or two and she says, for the second time, without any context, "OK." And ever so sweetly biting her lip and giving me those eyes, she hooks her thumbs under my underwear and pulls them down over my thighs, my knees, my ankles, and… off on my cluttered floor. And I feel so naked, more naked than I have ever felt in my life, to have someone really see my… pussy for the first time, my matted pubes- I've regularly shaved since, by the way- and my… labia, my exposed clit, my wetness that made my panties stick for a second… you're my best friend and I love you and everything but this… _this_ was the most private thing I'd ever shared with anyone, really, because with Griffin, I'd only ever had his hands up my shirt in the darkness of his room or a movie theater that time or whatever… but Tasha could see me, all of me, every inch, up close. But Tasha just gave me this look she sometimes did, her 'Everything is just fine' type look, and she said, 'OK, don't be scared. Just lie back.'"

"Is it weird that I'm a little jealous?" Sam joked, though in the back of her mind, as the story had gone on, she had started seeing Carly in a very different light, and imagining her begging for a woman's affections only made her jealous that she wasn't the one to make this happen. "Sorry… ruined the moment. Go ahead…"

"So I did it. Laid my head back and just surrendered. I felt her part my legs. I was aching to be touched but I was sooooo self-conscious. I could feel her breathing on my skin down there, and it was driving me crazy. I almost looked but I feared that if I did that, this would all disappear or something. I couldn't stand waiting… but then, holy cow… then… her mouth touched me. Her mouth, with those big lips and long, thick tongue… was on my… pussy, on my lower… most secret pair of lips. This thing I'd imagined over and over with a couple guys, and now it was happening. Except it was happening with Tasha.

"It was warm and soft and wet, like a kiss, I don't know why I was surprised, but it was just like a long, loving kiss, just… you know… down there. And it felt so delicious and magical like I could feel my whole body just dissolve in this hot pool of pleasure… and then I nearly cried… her tongue was actually pushing inside me, probing me in a way that I'm not even sure my fingers have done, and then up, and then onto my clit…" The dark haired beauty was clearly losing herself to this memory as her hips ground against the covers a little more and Sam was almost positive she could smell some of her best friend's arousal. "Oh my god she was slowly, perfectly, licking my clit and I was in absolute heaven."

"Yeah…" Sam whispered softly, joining with Carly in secretly scratching those pesky lust itches, imagining her own variations where Cat or Jade or Freddie had delivered such perfect rapture to her very being with their mouths. "Keep going…"

"Ok…" Carly breathed, eyes closed tight to enhance the memory's power. "The thing is… the thing that she didn't know, and that I'd never tell anyone in a million years before this moment… nobody else had ever made me cum before. Including me. Maybe because I could never relax, or that it's impossible just to do it from touching my chest… and by myself, I only ever knew how to have a little orgasm the one way, by lying on my tummy, grinding against my hand, or bunching up a pillow or the comforter, through my underwear like I had every other week since I was like 13. Just a little twitch and I thought that was all it could be. I was so incredibly wrong…"

"Seriously?" the blonde was in utter disbelief, unable to conceive of a world where she couldn't handle her own needs. Though if Carly never knew what she was missing, she figured her best friend wouldn't know how bad the need could get. "With C… Freddie, it's almost always like a bomb blast inside when it happens, but even alone I can get mostly there."

"Way to rub it in… and also keep me in the dark, Sam…" the dark haired 'good girl' fumed with a slight smirk as her cheeks had now shifted to a deep red. "I mean, I knew it was going to be special… but I knew like immediately… this time would really be something… because… something else was building up. She would suck on my… clit and then run circles over it with the tip of her tongue and it felt like a warm glowing ball of heat down there. My legs were going crazy but I made myself just lay there… Her fingertips parted my… lips, I guess I can say that... I was so wet. I kept thinking, would she think it was weird how wet I was? Did I taste OK? But she went faster and I stopped thinking. My ears were ringing and my heart was thudding and I was so hot, dripping with sweat, dripping with my… release stuff. I know I never curse much… but _fuck…_ It was _so fucking good_."

"I honestly never thought I would hear you say that word…" the shorter, tougher girl almost giggled at the way that Carly was just cutting loose. She seemed like she was opening up so much and so fast, it would have sent Sam's head spinning if the last few weeks hadn't been such an emotional and sensual roller coaster. "I don't think I hate it…"

"Just don't tell Freddie…" Carly tucked her hair behind her ear, thinking back on the dream she had the night before and the way he just worshipped her. "I kinda like the way he thinks I'm this… perfect thing…"

"Been here a few days and already you want me to further lead the nub on about how great you are…" Sam rolled her eyes and shook her head before finally shrugging, figuring that it wouldn't make much of a difference with two truly perfect brunette girls waiting for him in LA and one shattered fucking shitshow of a blonde pining for a piece of his love from an apartment away. "Sounds about right…"

"Please…" The former web host pleaded, batting her eyelashes slightly as she looked at Sam, turned on enough that it was only half a joke. "So… anyway… she's down… there… and I raised my hips up to her, and in that moment I understood addiction because I needed more, more, _more_. I was tensing my thighs so hard they were starting to shake. I dared to open my eyes and looked down, and it turned me on so much, her head between my legs, her gorgeous brown hair tickling my thighs. She looked up at me, batting her eyes, saying all this insanely sexy stuff like 'You like it?' 'You want me to keep going?' 'You taste so good…' and all I could do was just like nod and say 'Yes' and 'Uh huh.' I'm laying there, thinking that I'm gonna die from arousal and just whispering 'It's so amazing' and 'You're so pretty.' And then, the way she smiled up at me… for a fraction of a second… and then went straight back to my clit, I suddenly realized, she was horny too. This 6 foot tall tanned goddess with big soft boobs and long legs and kissable lips that all these guys wanted… she was turned on, _by me_ … this wasn't just a pity thing or whatever… she wanted to do this, with me… maybe only me… or at least that's how it felt that night. Like she liked making me feel like this. And that was when it started to happen."

"It?" Sam readjusted herself, moving her thigh slightly to help ease a little bit of the tension that was building in her core, quickly realizing how 'into' this story she was getting by the minute. "What else was there to happen?"

"Everything… at least, that's how it felt…" Carly whispered, biting her lip as she was throwing herself further into the memory that had entertained her dreams in the weeks since. "Her licking became harder and more insistent, the hard tip of her tongue flicking my clit up and down and up and down. It would have made me dizzy if I wasn't so lost in desire. The pleasure started to spread from my pussy up through to my chest like lightning could come from my hard nipples at like any time, and my whole body was starting to buzz, like it did when I touched myself… but somehow more, much more, and I said that word I'd never quite said before – 'Yes' - like yes, that's right, yes, ma'am, yes that's perfect, yes, that's how I like to be touched, yes, you're going to make cum, and I was whispering it over and over again, never stopping... it was all I was able to say. She had destroyed every other word I knew. 'Yes, yes, yes…' over and over again and then I knew, I was going experience the thing I didn't even know was possible- I was going to actually cum. Like massively crazy explosion. Tasha, the girl we thought was kinda stupid and dated Gibby and was ridiculously tall… now a freaking supermodel… was going to make me cum, right there, in my room, with my dad just a few feet and a wall away, both just writhing in the dark. I was going to cum, I was going up and up and up and my thighs were shaking and I don't know what possessed me but I reached for her head and pulled her mouth against me tight and then… Kaboom."

"Kaboom?" Sam was on the verge of laughing as she watched her best friend's face contort into something so adorable it was hard not to think of Cat or Tori. A level of childish innocence and naiveté that seemed so far removed from her own life and experiences that it was almost refreshing. "So she dropped a bomb on you?"

"Atom…" Carly muttered, almost shaking and both girls legitimately wondered if the memory had enough of a ripple effect to affect her body now. "I said her name pretty loudly over and over with some 'oh's' in between. If dad wasn't such a deep sleeper, I'm a thousand percent sure he would have locked me away. And then my whole pussy twitched and then it hit me, like a truck, everything burst, my hips rising, my body curling up around my clit, shuddering, pushing her mouth from my pussy, her hands reaching under me to hold me despite my quivering need to escape, and I remember it was so strange, to… cum… to not only have that level of a release but to do that in front of someone. Someone I didn't know that well in all actuality. After only ever having the tiniest version, all alone – late at night in my room or the shower, or on the bathroom floor, but always _alone_ – to lose control like that, and I felt almost embarrassed, for those seconds, that I was just cumming and shaking and soaking wet, like she'd caught me masturbating and was watching me cum and I couldn't stop myself, I was cumming so hard, but then she was on me, next to me, her arms wrapped around me, her soothing skin against my skin, kissing my neck while each aftershock rippled through me.

'Oh my god,' I said because it was apparently all I could muster in that moment. 'Oh my god. Ohmygod. Oh. My. God.'"

"I've seen you panic so I can definitely see you lose your fucking mind…" Sam tossed in, clearly reveling in this trip down memory lane, sending her own memories of Freddie, and Jade, and Cat, and even Tori and how they made her feel. "… especially that first time. Just destroying your brain."

"That's what was so crazy… like… I've seen movies where… things happen and then it's all over, but this just kept going and literally the first thing she said to me as I was melting was 'Are you okay, Carly,' and nuzzling her moist lips against my earlobe causing me to shiver even more, and I could just… you know… smell me on her breath and it should have been gross to me but I just was so lost. 'Yes,' I said. 'Yeah. I'm fine. I'm fine,' and then like a blushing crazy person I just looked at her and said, 'Thanks,' and I still have no idea if 'thanks' was the right response, but she seemed unfazed by it. I was barely alive after that explosion but it wasn't enough. I wanted - needed - to say more than thank you. I needed to show it. She was so perfect. Those giant boobs trapped under that tight little shirt and those legs I just wanted to wrap myself around and her cute butt I didn't even get to see much of that day, but I kinda wanted to even before all this. I felt so perfect by proxy I guess. I felt like I had been given this almighty gift just to lay in that bed with her. She'd made me feel so perfect. I kissed her, and I could taste my cum on her lips, and I'd never really tasted myself, cause I thought it would be like pee or sweat or whatever, but I liked it. And I really liked it on her lips, and I think it just ignited me more and I kissed her harder, and she kissed me back. We went back and forth like that for a minute or two, or longer… I really have no idea how long this all went, before I pushed myself against her, still trembling, but the raw horniness rushing back into me, even as my last orgasm faded, my hands moved up that shirt, pushing the penny tee to its limits, needing my hands on her boobs."

"The one downside of Freddie…" the blonde mused with a grin, but Carly didn't even flinch or look over, and Sam wondered if she even remembered she was lying next to her anymore. She considered mentioning the shapely pale breasts that she had enjoyed from Jade, but figured that Carly needed this. "So… I gotta ask… I've seen those pictures on Freddie's computer… they're real right?"

"The realest I've ever touched…" the former host whispered back, shivering a bit as her hand pantomimed gripping the flesh. "Oh my god, her boobs were so perfect and full and round and soft and I swear I could have fallen asleep on them right there, and I might have too, if I hadn't felt her gasp, and suddenly kiss me back harder, our legs intertwining, our hips bucking, trying to find friction, pressure, anything, and then my thigh nestling against her pussy, and her pushing herself against it, her panties kept sticking slightly… her wet panties… and I was screaming in my head, oh my god, she was wet for me too…"

"Carls, I kinda feel like you probably should have figured out that she was into you by this point…"

"I know… but there's a difference between the 'I like you' girl crush and 'my body is so heated with desire that I have to have you right now' you know?" The way Carly motioned toward Sam on the former category made the blonde simultaneously more interested and a little offended at the same time. "In a second our t-shirts were off, and our… tits… were touching, and her massive boobs were just crushing mine, and our… lady parts were almost touching, and I couldn't resist, I slid my hand between her legs and rubbed her through her panties, and she arched her back but she took my wrist and she looked me in the eye and said 'Really? You're… up for this?' and I said 'Can I?' and she nodded silently and bit her lip and I put my hand down the front of her panties and felt, oh my god, I felt her… pussy… This was the first one… well, another girl's- her's, the first I'd ever touched that wasn't mine… dripping wet, the feeling of her neatly trimmed hair under my fingers, and then the folds, and then, under them, her clit.

"You went right for the jugular from the start?" Sam smirked, thinking of how Freddie could just zero in on that shit in a second when he would ravage her. Or the way that Cat just worshipped her… but that wasn't a thought for right now. "Go Carls…"

"I couldn't believe I was really touching her like this, but I rubbed her hard little button in slippery little circles and felt her shiver in pleasure, and she buried her face against my shoulder and moaned softly. 'Carly, I remember, she said my name with a hard 'C' and she held the y for a second longer, but it might have been all night… 'Carleee… that's so good,' she said, a few times I think, grinding her… pussy against my fingers, digging her nails into my thigh, and it had only been a few moments but I loved making her lose control, her experienced nature and clever answer-for-everything-ness throughout the experience was gone and now she looked at me so desperate and wild and shaking and she gasped, now the one saying 'Oh my god… oh my god…' and I felt… so powerful… so special… I think I just lost myself in the moment. I rubbed her faster and faster and she went very quiet for a second and then whispered with panic in her voice 'Oh fuck, Carly, Carly… Carly, I'm gonna cum, I'm gonna cum, I'm gonna cum…' and then her mouth was open and her eyes were wide and frantic with that look of surprise and she convulsed against me, her wet pussy pulsating against my fingertips, moans escaping her lips, bucking her hips against my hand, so beautiful and vulnerable, and I pulled her into me and kissed her neck and cupped her breast in my hand as the aftershocks travelled through her and whispered 'Shhh… shhh…' like she was a child. I still have no idea why I did that… but it just felt right in the moment… I just whispered and shushed the whole time she was writhing like that. I honestly thought I did something wrong… Finally, though, she was still and breathing shaky but slow against me and we lay there with our hot skin touching for a few moments and then she looked up at me with her big Tasha grin and silently mouthed 'wow' I think. And I couldn't stop the huge smile spreading across my face either before we both burst into the quietest laughter we could manage."

"So was that it… just one and done?" The former bully reached over and stroked her bed-partner's arm. "Please don't tell me the bitch pulled a 'hump n dump.'

"Well… we did that one more time that night… and like five more times over the next week, but then she had to take off for another shoot or something..." It was hard to ignore the look of disappointment on her best friend's face, especially morphing from smiling and giggling. Sam knew the look all too well, seeing it in nearly every mirror after she realized that Jade and Freddie were truly meant to be. "I wasn't sure how I felt about her… like, as someone I could romantically be with or fall in love… but I definitely fell in lust for her and I'll never forget that night.

"I can imagine…" Sam simply nodded, amazed at the story, specifically the fact that it was Carly. Who was always the 'god girl' and so moral. And she just had this crazy sex fling. With another girl. Who was also a supermodel. That they knew. Who used to date Gibby. It was the kind of insanity that didn't seem possible but that's the way life was at times. After such a huge info dump, that had gotten Sam pretty on edge, if she was being honest to herself, it seemed only right to share her own experiences. "But I guess it's one of those… 'what happens in Italy, stays there' kind of things…"

"Yeah," Carly replied, more caught up in her memories and sleep overtaking her, feeling almost as exhausted reliving as she did when it actually happened. "I can't believe I just told you that…"

"Kinda glad you did, Carls…" she fired back. "I was getting kinda of tired of you holding the me and Freddie thing over my head. Good to know Carly Shay broke bad too."

"Just… yaaaawnnn… promise me… you won't tell him, ok?" The dark haired girl murmured, her eyes fluttering with clear fatigue. "I just… I don't want him to think I'm some whore or a lesbian because of that…"

"Well, if we are being honest about things…" Sam started, taking a deep breath, looking into Carly's eyes as she prepared to reveal yet another secret to her best friend, squeezing her eyes closed to gather the confidence. "Back when I moved to LA, you know I moved in with Cat pretty quick… but there was a little bit more than just the roommate stuff. And the babysitting thing. And we were friends too, I guess… though I'm not sure how that's going at the moment… but anyway… I had been staying there for like a month when there was just this night that things clicked for us, and we had this moment… and… jeez… you have no idea how hard this is to just like… come out and say… literally I guess… but we had this night that we hooked up… like making out and we ended up in her bed… and things just-"

"Zzzzzhuunghhhcckkkzzzz…"

"Carls?" she asked, finally opening her eyes, coming face to face with the slightly smiling face of her friend, mouth barely open, but somehow producing some adult snoring. Clearly another 'souvenir' from her time abroad. "You are such a fucking bitch…"

Not even a flinch. So this wasn't some fake out. She literally passed out from storytelling.

"Great…" the blonde beauty tossed the covers off, feeling some real heat emanating through her body and the idea that she couldn't share as well just made her furious. Grabbing her phone, she headed to the bathroom to hopefully deal with this particular problem. Pulling her texts back up, she bit her lip and tried to get comfortable on the toilet seat. "Alright, Fredward… let's see if you can help Mama out…"

* * *

 **Ridgeway High School**

"We shouldn't be doing this…"

"We're basically celebrities, Carly…" Freddie grinned as he pressed his lips to her neck, his abdomen driving her ass against the lockers along the empty hallway. His hands toyed with the edge of her pants as he teased up and down her pulse point. "No one is going to say a word to us…"

"But… unnghh…" She wanted to argue, but she could feel how much he wanted her through his pants and his hands were already unbuttoning hers. "Oh god… take me… make me yours…"

"I'm going to…" he growled, grinding harder against her core as his fingers dug deeper, nearly moving in slow motion toward her core. "And I'm not gonna stop until you are soaking wet…"

"F-Freddie…" her voice cracked as her thin legs started grinding against his hand, hoping he would get his fingers inside as fast as humanly possible. "I need… I need it…"

"Carly… Carly…" he said over and over again as his lips found her earlobes, suckling the soft flesh, making her moan and feel like she could explode the moment he grazed his dawdling fingertips over her button. "Carly… Carly… Carly!"

BANG

"What?!" The dark haired former host snapped out of her fantasy as a nearby locker slammed shut, revealing Freddie standing right by her. "Sorry…"

"It's fine… you just looked like you were lost in thought…" his friendly tone made her quake. Ever since Sam had told her all about their exploits together and... other features she couldn't un-know, there were just this lust fueled flashes she'd have. "You doing ok?"

"Yeah… guess I'm still getting used to certain things…" Truthfully, Carly felt a little lighter on her feet as she entered the school building with Freddie that morning. She felt a sense of relief in her confession last night to Sam, but the burning desires that kept rearing up at inopportune times was less than stellar. It wasn't even lunchtime and she'd fantasized about him gripping her hands above her head while he made out with her, riding him on the school's main staircase, and one that nearly got her caught where he bent her over TEACHER'S desk and just drilled her like a wild animal. And then there was this moment. "Over there, it's basically dinner time right now."

"Guess that's going to take a bit to adapt to…" Freddie reached over and grazed his hand down her arm, but he might have torn her shirt off and mounted her right then and there. She was so on edge, and she couldn't get it to just calm down. "Heard you two had a late night…"

"What did Sam tell you?" Carly nearly swallowed her tongue, fearing that the loudmouth former Ridgeway student had run her mouth off and now he was going to grill her about the whole thing with Tasha. "Because she-"

"She didn't tell me anything… calm down…" he smirked, reaching over and taking Carly by the hand, leading her down the hallway, away from all the ears. "She was texting me pretty late and seemed like she was wide awake. That you fell asleep in the middle of a conversation."

"Ugh… I know…" the dark haired girl sighed, feeling awful when she woke up to slowly piece together that Sam was in the middle of opening up about something when she conked out. In fact, she was almost sure it involved an experience with another girl. Of course she didn't want to share this morning either, given her mood and desiring to sleep in. "I'll make it up to her tonight…"

"You should…" he said, the slightest melt-causing smile grew across his lips as he leaned in close, and for a split second, she truly believed he was about to kiss her in the middle of the hallway, but just before she pursed her lips to accept, he spoke. "I know I have been a critic of her, but she's trying to be better…"

"You learn that when you two are…" Carly began, but with her tone, both of them had a pretty good idea where the sentence was going. "I'm gonna try…"

"Good deal… Look… I know we haven't had much time just to hang out between school and work, but I'm really glad that you're back, Carly…" he said, hoping to avoid any conflict or the issue that Carly was having with his renewed affair with Sam, especially not until she understood exactly the situation. "I'll see you for fifth period…"

"See ya…" The pale former iCarly star kept to herself that Freddie wasn't the only one that had been popping up in lusty daydreams as she'd imagined Sam's strong hands all over her in the shower, and ground against the bed a little at the fantasy of the blonde bombshell feasting between her legs. Under her breath, she muttered, moving through the crowded hallways, "What in the world is wrong with me?"

* * *

 **Carly Shay's Room**

 **Shay's Residence**

 **Bushwell Plaza**

Carly and Sam were resting comfortably in the brunette's bed, sharing another sleepover, as their new situation had made them essentially roommates, and while it was so easy just thinking of each other as 'sisters' for so long, now, in the wake of their dual 'sexual revolution,' things had certainly changed. Sam was once again on her PearPad looking at something while Carly was quietly watching the television in the distance, each one apparently content on letting the other one be, but the brunette was feeling anxious and Sam knew it.

The former web host had been on edge since her sweet encounters with Freddie during the school day had turned into sheer awkwardness when her vision repeatedly shifted into insanely hot fantasies. Even worse, since coming home and seeing Sam in her tight jeans, all she could do was imagine how it would feel to touch her. Maybe even better than Tasha. And given the confession she barely heard the night before, she might actually be into exploring some 'girltime' with her.

"Hey, Sam?" she finally worked up the nerve to speak, zapping the television off, but realized she had no idea how to word what was coming next.

"Yeah Carls?"

"Last night, after I told you about what happened between me and Tasha…" She licked her pink lips then nervously continued, "… you said something…"

"Said a lot of things…" the blonde firecracker shot back, having a pretty good idea what Carly was talking about, but it was best to play those cards closer to her chest. "Granted, most of them were to Freddie…"

"I mean, you said something to me…" Carly started off, trying to get Sam to fill in the blanks, but as usual, Sam wasn't being very cooperative on the matter. "About… you know… you and another girl…"

"Which one?" Sam shrugged, knowing full well that it would get a rise out of Carly, and shot the dark haired girl a grin.

"Don't mess with me…" Carly's pale face grew pinker by the second, heart beating fast, knowing that this conversation may open up a door neither were ready to confront. "Your roommate… Cat…"

"That's a story in of itself how we got started, but…" the blonde paused, letting her mind relive some of those moments that kicked all of this into existence, how happy she was with Cat, and how hurt she was when Freddie arrived, and how loving and attentive the redhead was for her, and how selfish she was in not being what Cat needed, leading to the breakup. "Cat and I… well, things changed… but we really had a good time with one another… both as friends and as… other things…"

"Other things…" Carly was trying her best for her eyes not to pop out of her sockets. She was still coming to terms with walking in after the fact of her best friends having sex, behind Freddie's girlfriend's back nonetheless, but now Sam was admitting she also liked the fairer sex and had been intimate with one. She cleared her throat then bashfully questioned, "So you've been with a girl…"

"Actually…" Sam replied with a tightening smile, suddenly feeling bashful with the subject with her best friend, "…more like a few..."

"A few?" Carly's eyes got even larger if possible. "How do you… how… a few?!"

"Yeah… a few…" Sam sighed, getting up to sit beside the pale girl. "Look, Carls, don't freak out, but… I never told you the whole story about what was going on in L.A.—"

"Yeah, the part where you were sleeping with Freddie…" Carly fired back fast, nearly leaping from the bed to sit up and face her best friend. "You were… having sex… knowing he had a girlfriend… who somehow knew about… and liked it… ugh… I need to stop…"

"Just… calm down… I'll explain…" The blonde patiently waited for Carly to calm herself then answered, "The thing with Freddie and Jade… well, was one thing, but the more important thing… for most of the time I was down there… was that Cat and I were… we were a couple for a while.

"A couple?"

"Yeah… like… not publicly or anything… though… that's what she wanted…" Again, Sam was beside herself on how to explain the ins and outs of that whole relationship without shining too much light on how shitty of a friend/girlfriend she was to the plucky redhead. "That's what you can say got me to start… you know… playing for both teams."

"I… I mean… I've been thinking about it today… and I am just… still somehow surprised…" Carly sat up and turned her upper body to her friend, so that she could look into the eyes of a girl, she wasn't even entirely sure she knew anymore. "Wait, you and Cat were… like… legit girlfriends?"

"Yes…" Sam nodded along, her voice laced with regret, "we _were_ girlfriends."

"Wait… you said were…" the dark haired beauty once again increased her eyes' size, sizing up the truth behind Sam's troubled orbs. "Are you saying… you had a relationship… a whole dating, being exclusive… doing things… with her and broke up… all without ever telling me anything? Why?!"

"I…" Sam slumped her shoulders then tiredly admitted, "…I don't know. I just… we had a good thing going and it was new and we were trying to figure everything out without having to worry about dealing with all the other mess and everything..."

"Deal with all the other mess and everything?!" The pinks of embarrassment were now making way to the bright reds of rage that seemed to be flowing through the pale face, flushing it to a new color to the blonde. "So that mess… that included me, I guess? Did you think that I would have thought differently of you?"

"No… I …" Sam shook her head and reassured her, "Of course not, I… I was still trying to work out my feelings of what it meant to be with her… I had been carrying this whole Freddie torch thing for so long… I needed to figure out what it meant to be that I was attracted to girls too…"

"You still could have told me…" Carly took a deep breath, suddenly hit with a wave of empathy. The night after Tasha introduced her to… everything… she had a near panic attack about what it all meant, unsure if she was lying for 17 years about being straight, or if it was just Tasha that had that effect. It stung that Sam couldn't tell her but at least it was a secret for everyone. "You're my best friend and there's nothing you can't tell me, you know? I had that you had to handle all that all alone…"

"I didn't know how you would take it, Carls… you've always been so… so good and nice and pure… and I was down there… with crazy people… and I just kinda sorta let it all happen…" The blonde was at a loss about where to go from here, and how to describe what it was like keeping everything a secret. "And once Freddie found out it was-"

"No…" Carly glanced at the slowly shrinking blonde, who instantly realized how she messed up, instantly wincing as Carly's voice got a little more forceful. "Freddie knew? You told him but-"

"Carls…" Sam began but held her tongue not to let it slip that he was really the catalyst to shove her into being with the red velvet redhead exclusively. In fact, that was the catalyst for this… whatever this is that she had found herself in with Freddie… and Jade… and Tori too, somehow…

"He knew?!" The former host was once again seeing red, this time aimed at her former tech producer who was supposed to be… something else. Certainly not Sam's confidant for her gay experiences… "He didn't tell me…"

"He promised he wouldn't…" The blonde replied with a firm tone, suggesting it was one of those times that Carly wouldn't be able to cajole her to follow her lead or more importantly, think that she was in the wrong. "It wasn't his place to tell you and besides, he didn't know until he came down to L.A. He's actually partially responsible in giving me a kick to be with Cat..."

"So everyone was in on this big news except me… that doesn't make me feel like garbage, at all…" Carly frowned, feeling a tiny bit betrayed, and while she wanted to be understanding, she just couldn't stand being left out. "Okay, if you were with Cat, and were happy with all that… why are you messing with his relationship trying to get back with Freddie?"

"Jesus…" Sam sighed and glanced up at the ceiling then looked back to her dear friend. "Look, I'm not either/or Carls. I can enjoy being with Cat and Jade… even care about them almost like Freddie, but…" She licked her lips. "I do enjoy being with my guy more than anything."

"Jade too?!" Carly jerked away from Sam and stood up to face her, beginning to pace slightly in front of the clearly uncomfortable blonde. "We will come back to that in a minute… but… ok… you're bisexual then?"

"Fuck if I know…" The blonde pursed her lips then blew out a breath through her nose. She patiently responded, "Really… I've never been really concerned about the labels. I was just trying to figure out what I wanted. I do like some girls, and don't like most girls… and I love Freddie with all my heart… but I literally can't stand every other guy I meet… and certainly don't want to hook up with them…"

"I guess that makes sense…" Carly just looked more confused, but she shook her head and pushed that to the side at the moment to focus on the more burning question, "So what's the deal with you and Freddie now? You're just the girl on the side for him until he's back with Jade? Was you and her… doing things… part of how she let you be with him here?"

"I…" Sam was caught offguard, and suddenly her mind went blank. She knew what she wanted- to have Freddie all to herself and for them to just leave the world behind and spend the rest of eternity just eating, drinking, and making love. As insane as it seemed, somehow the more realistic option was now sharing him with Jade and Tori… which she didn't have a problem with- maybe take shifts so she could eat and drink, then sleep, then it would be her turn... everyday. She could dream, anyway… "Yeah… I don't know… we're still trying to figure out exactly what my place will be in their relationship."

"Your _part_ in _their_ relationship?" Carly knotted her brow, not expecting that answer. She slightly tilted her head and asked, "Are you— you aren't… are you planning… for like… all of you—considering to be… like all together?"

"I mean…" Sam cocked an eyebrow to hid the fact that Carly was closer to the mark. "Would it really be that crazy that four people who-"

"FOUR?!" Carly groaned out then launched herself face down onto the bed, making countless grunting and groaning noises, as if the information was literally burning her brain. Sam considered backtracking, but there wasn't much point in lying anymore. Carly deserved the truth since it had been hidden for so long. Finally, Carly turned over and looked up at a still stoic Sam, lost in her own thoughts and replied with a deep sigh. "Look… I'm not trying to judge you, Sam… it's just… this is a lot to take in: I just found out my best friends are kind of back together while one is still with his girlfriend and the other one had an entire relationship with another girl without letting me know and now there's this sister wives thing that you want to be in with them… or is Cat not a part of this… thing?"

"She's not…" Sam turned a sympathetic gaze to her friend, unsure of how to better unpack all of this insanity. She laid down beside Carly, now just focusing on the rotating fan as they worked through all the info dump. "It's just complicated…"

"It shouldn't be…" the web hostess shook her head and reached over to take Sam's hand in hers. "You watch all these movies and read these stories and it all just falls together so seamlessly. There's sometimes a bad guy or a mean girl in the way… but it's supposed to be pretty easy. Find a prince. Marry prince. Happily ever after…"

"Life ain't a fairy tale or a movie though… it's not supposed to be a story…" Sam muttered, taking a deep breath and remembering the literature class she took- the same that Freddie helped her with that day she realized she needed him back- and it all just felt way to real. "One the things I read… it was about how life is really just a random serious of events- it was never supposed to make narrative sense…"

"Not gonna lie, Sam…" Carly smirked for a moment, squeezing her best friend's hand, "… that was the deepest thing you've ever said."

"I'm telling you, Carls…" she shook her head, "I was wasting all my time in the classroom."

The pair stared up at the ceiling for what felt like a full hour, each lost in the immense thoughts that were growing more powerful by the moment, surrounded by the memories and revelations that each knew they couldn't exactly un-know ever again. Sleep was easily tugging on Sam and Carly was beyond jittery, her mind creating the images that Sam had created, wondering how Sam's experiences compared to her own.

"Sam?"

"Yeah?" the blonde's eyes didn't fully open, but allowed for just enough light that she could see the nervous expression on her friend's face. "What's up?"

"I want to ask you something… thought I'm not entire sure how to word it..." the dark haired girl sat up and looked down at Sam, wondering what was going through her mind and if it was anything like what was overtaking her own. Sam waved her hand with a signal to go ahead, remaining comfortable on the bed. "Ah… So… since you have… you know… experience with both… what's it like for you, I mean, to be with a girl than say… with a boy?"

"Well, first off, I just have Freddie and there's nothing boy about that boy…" Sam took a deep breath, thinking on the mechanics of such a thing while slowly sitting up. "Honestly… I guess it really depends on the girl and the guy you're comparing. I told you all about Freddie, but he adapts to just about everything… I doubt that is true of most guys. The girls I've been with… well, they are different…"

"Different?" Carly caught her breath in her throat, images of her best friend sharing with Jade and Cat what Tasha had introduced to her, and it was truly an indescribable sight. But maybe Tasha was a one of a kind. "What do you mean?"

"It's a very different experience…" the former co-host sighed out as she tried to find the correct words to describe what those experiences were as Carly would no doubt ask very quickly, "… being with Cat rather than, say, with Jade… they are… just totally different people so they… feel different."

"I guess I don't… get it…" Carly moved around so she was facing and right up onto Sam. A year ago, such a position wouldn't have been a big deal as they were just female friends, but now… things just felt different. "How?"

"Well…" Sam cleared her throat, really starting to feel uncomfortable talking about the subject with her childhood best friend. She felt a sudden pang in realizing that she could have talked about this with Jade in a heartbeat, but was feeling all sorts of hesitation when it came to Carly, the one girl she thought she could share anything. She quickly chalked it up to not wanting to expose her to such an explicit subject when she was working on the assumption that her friend was still a virgin (assuming she didn't have more romantic tryst secrets to hide behind) and relatively sheltered. "I don't-"

"I'm sorry…" The brunette interrupted her before she could continue, "that was way too personal, and you were right that stuff wasn't my business."

"I don't mind… it's really ok, Carls…" Sam slightly shook her head and looked into her friend's curious eyes and wondered if opening this door would end her questions or just create more. "I ah, didn't know that you would want to talk about such a thing—I know we've talked about all that girly stuff with boys, and I wasn't exactly withholding when I told you about Freddie and your story with Tasha was pretty hot… but this is us… I didn't know how explicit you wanted to talk about it."

"Because I'm this innocent little virgin who hasn't done anything, right?" Carly cut her off, giving her a glare not to be patronizing. "Like I can't be a part of your life because I've still got my cherry?"

"Don't rush to lose it, Carls…" the former Ridgeway bully sighed out and ran her hand along Carly's forearm, "…trust me"

"I wouldn't do it… not unless I truly loved them…" Carly nodded her head, feeling more than a little embarrassed for her outburst. "I always kinda thought it would be me and Freddie honestly. Even had a few dreams about it…"

"You got me…" Sam rolled her eyes and shook her head with a grin. "Carly Shay really is a naughty girl…"

"You are such a butt…" the paler girl grinned and they shared a few laughs, before returning to the awkward silence, sizing one another up, Carly hoping for Sam to spill what she desired to know, and Sam hoping that Carly could remain the one normal piece of her life that wasn't a sex-obsessed soap opera. But they both couldn't get what they wanted here. "So… tell me about them…"

"Who?" Sam shrugged, knowing full well the answer, but wanting to annoy the curious Carly. A fuming look from her more sheltered friend broke through and she had to drop the act. "Cat and Jade?"

"Yes…" Carly said, scooting up onto her knees so she could revel in the story the way that Sam seemed to be for hers as well. "What were they like? When you were together?"

"Like I said… they were really different…" Sam huffed out, but a soft hand on her knees brought her attention back to Carly, and she knew there was no escaping the questioning any longer. "Cat was… you need to know her, honestly… but it was just like her- very soft and gentle and super attentive- and once we started hooking up as more than friends and knew each other well enough… I was the one that took the lead most, if not all, of the time."

"Wow… I guess I could never see that…" Carly whispered, wondering if Sam would take the lead as well as Tasha did or if it was a more… active kind of leadership she and Cat engaged in. "The soft and sweet thing… no offense… I just couldn't see that about you with anything. Except maybe Freddie…"

"Oh yeah… I'm super submissive with him…" Sam replied with a half smirk, giving off the signal she was joking, knowing all too well that it was the truth. He could snap his fingers when he was in that Beast mode and she'd go wild. Depending on her mood, Jade could do the same thing. "And Jade… well, again, it's easier to tell when you've met them, but Jade is an absolute bitch- mean, arrogant, and aggressive. And she's the same way in bed, really. It's usually rough, intense, competitive, and a battle of wills. Whoever loses that becomes basically submissive to the other. She's left me a blubbering mess sometimes and I've drilled her into a couch so hard, she left a full on indention."

"I'm sorry… drilled?" Carly's eyes went wide as she imagined all the ways that could be understood. Did Sam violently use an actual power drill on her? Was it used where she thought it was used? Was the drill bit taken off and replaced with random sex toys to flop around and smack them?

"Yeah… and don't make a big deal out of this…" Sam whispered, narrowing her eyes, prepared to unload a new secret and likely send her friend into a tailspin, "… but I used a strap-on."

"A strap on?" the brunette narrowed her focus on Sam's still more than a little confused. "What strapped on to what?"

"It's a toy, Carls… jeez… this is why I thought you were too sheltered for this…" the blonde huffed and worked to find a way to explain the toy without the awkwardness of going to her bag and pulling her own toys out. "It is like a harness thing… and a dildo goes on it… and it's like having a dick… a penis… and so you do sex stuff with it. Jade has a really nice one that I have used on her and Cat and I had one that we used a few times a week."

"Ohmygod…" Carly looked like she might faint at the imagery described, assisted with Sam tossing her hips forward as she explained how the toy worked. It was as sexy as it was unnerving. "I have zero words for that…"

"Yeah, Jade wasn't too talkative when we finished either…" Sam tried to crack a joke but Carly just looked like she was in a trance, her eyes blank, the mind behind them playing the scenarios in her head. Tasha had mentioned that she needed a toy- a vibrator- for her own enjoyment, but it was a hard purchase to make, not only due to her father, but also shame. "I was always the 'man' with Cat so it felt kinda natural with her to share that… Jade just wanted intensity and both of us delivered as best we could."

"So…" Carly started, shaking off the image before it became too unbearable… or too hot… and looked to Sam, who was also enjoying the flashback, "is it weird if I ask who was better?"

"Freddie."

"Not counting him… and you've already established that…" the dark haired girl rolled her eyes, starting to get tired of the lovesick puppy things Sam had with Freddie as it just fired up her curiosity and reminded her of the powerful wet dream from the other night. "I mean between the girls?"

"Between Jade and Cat? Hmmm…" Sam stared at her, unsure of how to handle the question, opting to just let the explanation happen out loud. "Depended on what I wanted. Cat was great for the lazy times when I didn't want to do much and I knew how she felt about me. Relaxing day on the couch, Kitty Cat between my legs… it really didn't get much better than that for relaxation. But Jade… best sex I've had with a girl was Jade, hands down. Intense, and raw, and unapologetic."

"What about kissing?" Carly asked, feeling a fire growing deep in her gut once more, and it was like her senses were heightening too, noticing the way that Sam's shirt clung to her body and the way her legs looked and the imagined faces she made during all the described actions. The only way to cool down was talk about the non-erotic parts. Or so she thought. "Who was the better kisser?"

"Again… kinda depends…" Sam clicked her tongue and thought on her relationships with both and once again, how different their kisses were, and how they tasted. "Cat was so sweet and soft and she loved quick and focused pecks. Jade was more like an animal when she got into it. Head gripping, long and deep, tongue-filled kisses, lip biting at times that were so full of hunger. Guess that's why one was my girlfriend and the other is my fuckbuddy…"

"Sam!" Carly went wide eyed, still not completely comfortable with the f word so easily being flung around, but, then again, making a big deal about it only proved Sam's point about her sheltered and moral nature. The sadder truth was that it was kinda hot and the more her already lust filled mind had to work for material, the better off she felt. "Tasha told me I was a good kisser… though I have no idea how I rank with all the people she's been with…"

"Why do I get the feeling you're fishing for something here?" Sam cocked an eyebrow, onto Carly's game long before the dark haired girl had even fully developed the plan. She turned her former cohost to face her, knowing that the fastest way to get this going was to just let it happen. "Might as well do it… before I change my mind."

"Are you-" Carly immediately stopped as Sam raised her hand with five fingers, slowly dropping one by one, signaling that this countdown was happening whether she was ready or not. The sweet and virginal girl placed a chaste kiss on Sam's lips that lasted the briefest of moments then pulled back, trying to convey a calm demeanor that she didn't actually feel anything, even though her insides were screaming to taste her lips again. "So…"

"Huh… that was… something…" Sam cleared her throat and felt a rush of heat up her cheeks. It had to be those plump and soft lips the blonde had thought about kissing more than a couple times, though wouldn't have dared to cross such a line a year ago. Probably three nights ago either. But now that she felt it- the soft and supple lip flesh and the sweet taste with a hint of mint from the brushing nearly an hour earlier, it was all she could do not to kiss her again. "Carly…"

"One more… just to make sure I'm doing it right…" She placed another, slightly turning her head to deepen it, trying to find a middle area between the described soft and sweetness of Cat and the tongue and lip usage of Jade. It felt good. _Really good_. Good enough that she didn't think that 'one more' was going to be that at all. Slowly, she pulled back and looked into Sam's eyes, searching for any kind of answer. "How do I compare as a kisser? Do I rank near them?"

Carly doesn't wait for Sam to answer, placing another chaste kiss on her lips then another, tilting her head from side to side until her kisses are lasting longer, deepening to the point where her tongue can't help but brush over Sam's lips and sweetly whimpers escape each of their throats.

"Mmmhmmm…" Sam sweetly began returning the kiss, allowing her dark haired friend to tease her tongue with the pink muscle, getting lost herself in the sweet affection. The softness with the emotion behind the kiss was starting to melt the tough as nails girl into truly savoring the feelings bubbling up, reminding her exactly how Carly intended: Cat's sweetness, but Jade's willingness to take chances and push things further.

Her right hand started trailing up Carly's thigh, over her hip and to her side until it wrapped around her back and pulled her closer until their chests softly touched, reminding each of their physical differences, but neither had any intention of calling attention to it.

"Mmmunnghmm…" Carly's whimpers grew louder as Sam started returning the kisses, vying for control, and the trailing hand started giving her goose bumps. The soft, larger chest against her chest felt warm and comforting through the shirt. Sure, they had pressed together a few times, especially with hugs, but this… this was something different- they were acting as one unit. She wrapped her arm around the blonde, wanting to feel her pink body and be closer to her dearest friend. She felt a growing desire for her, her body warming and feeling the growing tingling in her lower pelvis, something quite different as the curious rush that overwhelmed her with Tasha.

"Unnghh… Carls…" Sam finally broke the kiss and started kissing down her chin, then under it to make her way down the brunette's neck. "Feels like… we wasted a lot… of time… at sleepovers… not doing this…"

"I'm ok… with fixing that…" Carly closed her eyes and lifted her chin, allowing easier access for Sam to place butterfly kissing over and up her neck just below her left ear. Her breath hitched and she let out a deep, long sigh as she relaxed further and further in the blonde's embrace. "Make up for lost time…"

"Mama likes…" The former delinquent started her way back down the brunette's neck, wanting to taste every bit of her pale friend's neck until she reach the collar of her tight fitting shirt. She wanted more now though and didn't want clothing to get in the way of tasting and touching her skin. "Really like… to see… to taste… more of you…"

"Uh huh…" Carly replied, barely thinking hard enough to realize there wasn't a question involved. "Go… go ahead…"

"If this… too fast… or too much or whatever… you say something…" Sam uttered, letting her fingers grip the offending fabric, looking into her former cohost's eyes. She slowly rolled Carly onto her back until she sat up and straddled over her lower pelvis. She braced her hands on either side of the brunette's shoulders, regretting letting her go, and picked up trading soft kisses. "Your lips… so fucking good…"

"I like… I like kissing you too…" Carly continued to softly whimper into the kisses, her hands now traveling up Sam's body, one pausing to soft rest and instinctively squeeze the right breast while the right one finished to rest on her left cheek. "Always… was kinda jealous… of… these…"

"Don't be… lotta downsides…" The blonde moved her right hand off the bed, playfully started brushing up and down Carly's left side until her thumb started brushing across the outer edge of her small, but plump breast under the shirt. Her hand stopped on her side and she continued to brush her thumb over the center of the breast, searching for the nub hidden under it. "Yours are so soft… bet they don't sweat much… or hurt your back… or get you unwanted stares…"

"Better than no stares…" the dark haired girl whispered, looking down and not really wanting to ruin the moment with her envy. Which was why she instantly regretted her next question. "Bet Freddie loves them…"

"He… uh…" Sam started, clearly stumbling as she was pulled out of the moment. "Freddie is a boob guy, yeah… but he… you know what… let's not do this… this is about us, right?"

"Right…" she fired back, and Sam went right back to work, trying to act as if nothing had distracted her while the former web star could do little more but withdraw, feeling embarrassed. Sam's ever-hungry mouth, however, took care of that issue. Carly started moaning louder into the kisses, feeling her pink, relaxed pebble start to tighten and a tingling feeling running from it through her soft swell of tissue. "Feels… so good…"

"Kinda the point…" Sam kept up the attention as she playfully kissed, feeling it harden more and more under the tight shirt until she could catch it between her forefinger and thumb to softly tweak it. "There you are…"

"Ssssam…" Carly whimpered louder into the kiss, almost distressfully so, in response to Sam's touch that was causing an electric shock it felt like through the bud. "Too much…"

The tip is pushing up through the fabric of the shirt by this point. She squeezed through it, getting another whimper out of Carly before the tough blonde broke the trading kisses.

"Probably need a little relief, right?" She started moving down the brunette's jaw line then neck again, trying to kiss away the goosebumps until she stopped over her shirt and mouthed over her breast. She moaned and mouthed over it, the thin material separating her mouth from the pink life-giving nub. "Want mama to make it feel good?"

"Mmm-hmmm," the brunette swiftly nodded, her legs turning to spaghetti as her body was taken over.

"Thin shirt… bet I can taste you through it…" She pulled her mouth back slightly and suckled through the shirt, the added friction driving Carly wild with her increased moans and whimper with her hand squeezing harder and faster on Sam's breast for an outlet of her overwhelming feelings. "Always thought my tits were a curse… still do sometimes… until the first time I felt a mouth on them."

"I thought…" Carly breathed, trying to hold in her ecstasy for what was to come from her closest friend and now… lover. "I thought we weren't bringing Freddie up?"

"Never said his name… but yeah… he's a fan… and Cat was damn near religious about them…" She reached for the hem of the tight fitting T-shirt and started pulling up, revealing Carly's smooth, flat pale stomach—a shade that instantly reminded her of Jade, but tried to ignore it with the rest of her 'lover list'—and continued pulling up until she reached just under Carly's small, but perky chest. She gave a glance to her best friend's face for permission, despite knowing the answer already. "Picked up a few tricks from them…"

"I need…" Carly nodded her head, biting into her bottom lips and watched Sam in wonder, trying to ask, but not beg, for the attention. "I want you… to show me…"

"That was the plan…" She finished lifting up the shirt over her chest, pulling her arms up in the process and messing up her dark locks a bit before completely taking the shirt off, revealing the bare pale chest that she'd seen a dozen times before, but had never truly 'seen' until tonight. "Mmmhmm… Carls… you are beautiful…"

"Really?" Carly looked bashful, her cheeks flushing a bit now that she was topless in front of her friend and not just showing her a glimpse in the locker room when they changed for gym. "Not much to see or-"

"Cut that shit…" Sam gently pushed her back to lie down, placing a reassuring kiss on her lips, letting her hands move into Carly's and entwine their fingers, and moving the pale arms above Carly's head, before inhaling the plump pink lips of the brunette once more. "This is perfect…"

This wasn't some wild lust, and while there were some carnal desires driving things, this was the moment all doubts that this was a meaningless fling were out the window. These were not the kisses, nor the touches, of two people who were out to 'fuck' but to experience a deeper level to a relationship that now seemed without limit.

"Lay still…" Sam whispered as she placed butterfly kisses in a zigzag across Carly's upper chest, slowly making her way towards her perky and soft small B-cups. She kissed around the left pink nub, never touching the areola, flicking the tip of her tongue just around the outer edge, then backed away to watch the nub get even harder and Carly mewed. The moment there were actually pained sounds, Sam surrendered the tease and dove to kiss the left peak. "Mmmmhmmm…"

"Aiighhhunngh…" the brunette nearly screamed, wanting to cover her mouth, but Sam's grip wouldn't dare let her hands go, so she could do little more than bite her lip and try and hold back the storm of feelings. "Ohmygoddd…"

"That is just the start, Carls… relax…" Sam finally kissed her way around the pink nub, placing a gentle peck on the peak, then another, then another, and another to the tight pebble, getting it wet. She licked over it like a piece of hard candy, covering it in saliva while Carly's soft whimpers of pleasure filling her ears, followed by whimpers as the cold air contracted the delicate skin further. The blonde grinned at the sounds and sight of the borderline painful tease and wondered if she really was more like Jade than she cared to admit.

"Please… please… please… pleasepleaseplease…" Carly muttered over and over, now struggling with the dual feelings and she felt her mind breaking a little. "S-Sam…"

"Just having some fun…" Sam grinned, planting a kiss on the hardened nub, knowing that it was now time for Cat's signature, then latched her lips around the nipple and started softly suckling. Cat had a tendency to suckle for too long and run the risk of chapping, but when she was greedy for her taste, there were few who could worship her chest like the redhead. "Mmmhmmm…"

"Hhhholyyy Jeeeezaahhhh…" Carly's eyes went wide and let out a deep sigh from the direct attention, her breath hitching. After a few seconds of gentle 'nursing', she began to squirm a little bit from the attention, her entire breast tingling with pleasure that shot straight to her brain. "Don't… don't stop…"

"Not a chance…" She popped her mouth off of the pink pebble, leaving a bit of saliva covering it. She moved her mouth around it in a spiral, placing butterfly kisses over the plump flesh, driving away the goose bumps, then moved to the other one. "You're shivering… let mama warm you up, Carls…"

"Uh huh…" Carly rolled her head from side to side, her mind flooding with pleasure and how taboo it was in sharing such affection with her best friend. But the feeling meant more than some stupid rules about who she wanted and how she wanted them. This was her best friend, making love to her, worshipping her body like no one ever had, and that meant more than anything else. "Unnnghh…"

Neither could be sure how much time actually passed as Sam moved back and forth between Carly's budding breasts, sucking and savoring all of the pale flesh she could ever desire, while Carly felt trapped on the precipice of ecstasy.

"You… you doing ok?" Sam pulled her mouth away from the now flushed breasts, regaining her breath and sat back on Carly's thighs. She brought her hands down and absently rubbed her hands up and down Carly's side to continue her affection, just watching her brunette friend cool down. "Legit thought you might have stopped breathing a couple times…"

"Might have…" Carly huffed for breath past her pink lips and tip of her tongue sticking out of her mouth, feeling the intensity of the heat throughout her body—which showed in her flushed cheeks and chest. Her hands moved to her face, hair, and chest, needing to feel them for this to truly be real. She thought she was on a verge of a release from the making-out and the breast worship. She certainly felt damp between her legs to the point she thought she had wet herself. "I've never… felt like… had anyone… just… just wow…"

"I aim to please…" Sam joked, but could easily see the condition she had left her friend and saw the need to slow things down before the poor thing exploded too soon. As reluctant as she may have wanted to share this level of intimacy with her initially, the last thing she wanted was to shortchange her dearest friend. She decided to reach out and partially sit her up, cupping her right cheek and bringing her lips to share a sweet kiss. "But I'd be lying if I said I didn't love doing it…"

"Mmmhmm…" Carly moaned into her, quickly taking a submissive role, but her left hand went back up to palm over Sam's heavy mound. She gently squeezed then relaxed then slightly lifted then relaxed, just affectionately kneading it through the shirt. "Your boobs… are so hot…"

"Yeah… pretty hot… I'm thinking I might be overdressed now…" Sam pulled away from Carly only enough to sit up and grab the hem of her shirt. She pulled her shirt over her head then dropped her arms on either side of her, the garment tangled up in her left arm. She tossed the garment haphazardly to the side. She cocked her head to the side and softly smirked, letting her friend drink in her beauty, even if she rarely felt that way. "Now mama feels free…"

"Wow…" Carly's eyes went wide at seeing the soft, pale heavy flesh attached to her best friend's chest. She had caught glimpses and the outer edges of them when they changed for gym class or for bed here in the room, but that was before Carly realized how much she should have been focusing on them. Here and now, in the middle of their 'lovemaking,' getting a full view of the magnificent beauty of the pale, pink capped flesh fruits… there were no words in Carly Shay's dictionary for that feeling.

"You… uh…" Sam cocked an eyebrow and teased, "Like what you see?"

"Yeamabwow…" Carly couldn't verbally answer, outside of the strange guttural sounds her body had now decided to produce, but she tentatively reached her hand up, hesitating at the last moment before she placed her hand on the left fleshy orb. Her palm instantly felt warm and the softness captivated her as she gently wrapped her hand over the front of the hefty mound of flesh. "Totally not fair…"

She took a soft breath as she felt the weight and softness, testing it with a soft squeeze, feeling the slight different than Tasha's magnificent fleshy orbs and not just in stark contrast in color and size. Sam's were more full and rounder, whereas Tasha's were bigger and hung a bit.

"I just want… to return the favor… to taste you…" Carly dipped her head down and parted her lips then wrapped them around Sam's left nipple. She sweetly began to suckle, reminding her of what she did with Tasha and finding a new level of intimacy and safety with her brash friend. Maybe it was the salt of the sweat, but her flesh tasted incredible and the nipple hardened quickly in her novice mouth. "Mmmhmm…"

"Shitttt…" Sam closed her eyes, bit into her bottom lip and stifled a small sigh. She cupped the back of Carly's head and wrapped her right hand around her body, cradling her to her chest. She thought since her time apart from Cat, maybe her buds would level off in their sensitivity (not that Freddie had left them remotely untouched), but they tingling up a storm and causing her core to warm. She held back a chuckle that Carly seemed to really like her girls with the simple, affectionate sucking which caused flashes of memories of Cat doing the same to her many times, but this was her Carly, her best friend, and quickly washed away any unpleasant memories. "Feels… ffffuck… so good…"

Carly suckled and licked then suckled again, getting lost in the soft, nearly ashen flesh of the heavy mound while her left hand massaged the other orb of flesh. As much as she had enjoyed Tasha's tanned mounds, something felt deeper and more connected to Sam, probably due to her far deeper emotional connection. "I can't… believe… I am… doing this…"

"Mmmhmm… very glad you are…" Sam retorted, offering a slight push to guide her newfound lover to the other breast. "Mouth feels so warm… lips so soft against me…"

"I want to make you feel good…" Carly eventually popped her lips off, needing some air from all the suckling and not wanting to leave any marks on her. She moved her head up, snuggling her face against the side of the blonde's neck. "Like you made me feel…"

"Not done with you yet…" Sam brushed the back of her friend's head, comforting her and pulling her up for a quick kiss before the brunette moved to the other mound. The apartment was eerily quiet for the next several minutes, unable to hear Spencer or a television or even any traffic. Just the soft breathing of the blonde and the lip smacking coming from her pinkening chest. "I can't wait… to devour you…"

"What… did you say?" Carly eventually leaned backwards on the bed and looked up at a very hungry looking blonde that seemed desperate for this to continue. "Did you say you wanted to eat me?"

"No… but maybe a little…" Sam moved her hands up and down Carly's naked form, letting her fingers pause for a couple seconds on the edge of her pants. "Or a lot… depends on how much sleep you need, I guess…"

"I don't-"

"Just lay back and relax, Carls…" She scooted down and leaned forward, placing her lips delicately above the hem of the pajama bottoms. She gave a soft, lingering kiss on the flesh then moved over a spot to give another one, causing Carly to sigh deeper as her skin tingled from the gentle contact. She looked up and Carly, seeing the fear and desire about what was to happen next finally dawning on her. She softly asked, "But I don't… you know… have to if you're not sure about this…"

"Very sure…" Carly nodded her head, feeling the heat in her body rise, as she felt even more excited than she did when Tasha performed the act with her. She hooked her fingers over the top of the waistband of her pajama bottoms and panties then slowly tugged them over her hips. She wiggled them a little bit back and forth, revealing more and more pale skin until she reached her crotch. "Haven't shaved in a couple days or so, so please don't-"

"I…" Sam's eyes went wide at seeing the nearly bald pink and quite beautiful opening glistening with a fine film of the much deserved arousal. She just had to take a few moments to admire the flower before forming the rest of her response. "I never use the word pretty… but that is a really pretty pussy…"

"Th-hank you…" the former web star managed as she slowly pulled down the bottoms and underwear down her smooth, pale stems until she reached her feet, where her hands met Sam's, ready to take over and finish the process of making her completely naked.

"I've been sleeping next to you a couple times a week for most of my life…" Sam shuffled back on her knees then leaned forward to rest on her stomach and bring her face to Carly's opening. She took a deep breath, smelling her friend's fragrance. "You even smell perfect… It kills me that I never once got to experience you until now…"

"Making up for lost time, right?" Carly did her best to add a touch of levity to the situation, but the blonde was already lost in adoration of what had always been a point of secrecy and shame for the brunette. "Please… touch me…"

Sam wasn't going to wait to be told again. She took a tentative lick up one petal then the other to take a full tongue full of Carly's nectar. She closed her mouth and moaned, letting the sweet flavor dance along her taste buds. Her mind instantly started comparing them to the other tastes of the girls she had gone down on, pegging her sweetness sweeter than Tori, but just short of Cat, with slightly less tang than Jade.

"AAIIIGHHunnghhh…" Carly went into near convulsions as she was tasted, and Sam had to place a calming hand on her thigh to keep her from bucking like a wild animal. Her voice however had already escaped and they had to pause for a second to hear if it alerted anyone.

Seconds passed as Carly's slit teased and taunted the blonde, hungry for more of her best friend's nectar to dance on her tongue. The anticipation did little better for Carly who could feel the hot breath of the primal hunger, needing to be sated. The fact that Sam was losing her underwear and shorts as well, revealing that this would soon be a mutual experience only made the brunette more giddy.

"Ok…" Sam whispered, unable to resist much longer, and reached up and grabbed a pillow to cover Carly's face, hoping she would take the hint. She instinctively stuck her tongue out again and swiped up and down the aching hole, moving from her perineum to the very edge of her hood. "Mmmunnglllghh…"

"uuuunnghh" the muffled voice cried out, her legs wobbling again, silenced by the pillow as Sam's vibrations teased her core. "mmmmmore…"

She could feel Carly trembling, knowing the girl was already close to her release and clearly not having much experience in trying to hold it back. She debated in slowing down, letting her enjoy it more, but she had already denied her once and she didn't have the heart to do something so cruel… at least to someone that wasn't Jade.

It only took a little more pressure, grabbing yet another move from the 'Freddie Benson Holy Shit! What the Fuck Did You Just Do to Me?!' playbook, she began creating letters with her tongue movements. Easily the least skilled at female oral of her 'square,' it was still more than enough to make the virginal cohost cream.

"Aiiiggihhhhheeee…" Carly grabbed the neighboring pillow and brought it over her face just in time to let out a scream, fortunately being muffled by the pillow as her body experienced pleasure she had only experienced once before with Tasha, and this was in a whole other league. Tasha coached her through Little League Lesbianism, but this was a graduation to the majors. "saaaaammmmmmmm…"

The blonde didn't slow down or relent as she let her mouth do what it did best second third best. The pale hips rolled to meet Sam's tongue and mouth that gently lapped away at her sex, staying just short of nailing the clit, as the hypersensitive brunette would like explode and burn her room down again.

"Ahhh aahnnngh…" Carly dropped the pillow away from her face and huffed for breath, her small, but perky chest rising and falling. "I think… I think I'm… whew…"

"How… was that?" Sam asked, knowing full well the answer, as she crawled up to rest on her side, propping her head up by her left hand and elbow on the bed. She lazily trailed her finger up and down Carly's tummy as the brunette took a few more breaths to recover. "I know I enjoyed myself…"

"That was… I don't know how you… did that…" Carly eventually turned and snuggled her face up between the hefty mounds of flesh, breathing in her friend's scent and mouthing a bit on the inner curvature of the right breast. She softly whimpered and moaned, relishing in her afterglow. "I've never… I…"

"Take your time…" The blonde rubbed a hand up and down Carly's side, playfully trailing her fingertips from her hips, up her side then back down again. "I've had a lot more experience. Cat, Jade, Tor… I mean, totally different experiences."

"Mmmhmm…" Carly just nuzzled and seemed completely oblivious to Sam's slip of the other notch in her proverbial bedpost. For a few moments, there was little more than the steady sound of breathing as the girls tried to get closer and closer, until finally Carly broke the silence with a nervous comment. "Should I… I can…"

"It's not a big deal…" the blonde said, really wanting to get off, but didn't want to pressure Carly, especially in the extremely vulnerable state she was currently in. "Tomorrow's my night with Freddie so…"

"Then I want to do it tonight…" Carly moved, pushing back on Sam to get her to lay down, and the blonde was a little relieved she didn't have to ask for reciprocation. She rolled onto her back and allowed Carly to throw her leg over her body and mount the blonde. "Never thought I'd have this view…"

"Like it?" Sam whispered, running her hands up and down Carly's thighs.

"Oh yeah… big fan…" Carly reached down and palmed over Sam's heavy chest, getting a renewed feeling of them. They felt a little firmer than Tasha's, but they felt better with the emotional connection she shared with the dirty blonde. "I still can't get over these…"

"Really? Even Freddie didn't obsess over them that much…" Sam rubbed her hands up and down the brunette's side, smirking up at her. "And that guy… nevermind… so you enjoy my girls?"

Carly was lost for a few moments in massaging them. Pushing them together, pulling them apart, her mouth watering to have the soft flesh at her lips once more. "They're… just… so… soft…"

"Well, if they were hard, that would be kinda fucked up…" the former bully teased, as she tried not to let the attention swell her ego any further. "I guess I could get fake ones. Big ol' plastic tits…"

"No…" Carly just moaned, seemingly unaware that this was just a joke scenario. Sam would have followed up with another joke or question about the spell she clearly was under when the brunette leaned down and started kissing on the left one in a spiral pattern until she latched onto the pink pebble. "Mmmmaahh, mmmaahh… mmmaahhhh…" she softly whimpered around the bud.

"Maybe you really will be like a Cat 2.0…" Sam whispered as she stroked the dark hair that spread across her chest. Carly suckled sweetly and the blonde began to grow more than a little tired. Getting eaten out was great, but the poor girl was clearly exhausted already. She thought for a moment and realized a possible middle ground without moving much more. "Come here…"

Sam guided her best friend's head reluctantly from the chest and brought her lips to her own and began to kiss her deeper and deeper. The brunette moaned into each and every movement tasting her own flavor and not hating it at all, wrestling the much stronger tongue of the former terror of Ridgeway. While they attempted swallowing one another's face, Sam began to move and shift her leg over Carly's, pulling her up and closer and before the brunette realized it, Sam's center was now pressing against her own.

"Let me show you…" the blonde grunted, trying to find the right way to grind for maximum effectiveness, "… something that… Jade… introduced me to…"

"Whuuughhhhh… aaahhh…" Before blurting any real question, and Carly had a few, the brunette found herself in a very different, seemingly impossible position, body pressed tightly against Sam's and her own dripping, freshly spent core 'kissing' her long time friend's. "This is… I mean… unnghh…"

"Normally… this would be about power… control…" Sam heaved, rolling her hips in time with the gasps the less experienced girl released, thinking back to how she and Jade jockeyed for dominance whenever they would 'dance' together, "… but this… this is about us… about sharing things…"

"Uh huh…" Carly mewed out, pressing her face into the meaty shoulder, hoping the pink skin of her partner, in more ways than one now, could silence any noises that would inevitably come. Her hands had stayed planted on Sam's heavy chest and she felt a little bad for using the orbs like stress balls as the nervousness of the experiences that were going down tonight. "I feel… I feel so good…"

"Taste good too…" Sam muttered, reaching down and gathering a sliver of nectar from the former web star on her middle finger and bringing it up to her lips. Carly didn't hesitate, but simply locked eyes with the usually aggressive blonde and opened her mouth to wrap around the digit, eager for the flavor. "Don't you agree?"

"Mmmmhmmm…" Carly practically moaned on the finger, sucking slightly, showing off that if… or when… Freddie got to share a night with her, she might have some oral skills as well. The flavor was certainly different- a slight sweetness and tang that she never dared taste of herself before but found it a welcome taste. As their hips continued to grind, her eyes fluttered as she pulled the finger out and kissed along Sam's neck. "Can I… taste you?"

"Not sure I can compare… but ok…" she quickly whispered, quickly dipping inside herself to get a little more than she took from Carly, and brought it up to her nervous lover's lips. Carly took the finger, smelled for a moment, biting her lip slightly as she just reveled in the scent. "You ok?"

"Yeah… I just…" the paler girl grinned, her cheeks reddening slightly. "I just realized… that after tonight… I'm going to know what your… pussy… tastes like. Like, I won't be able to look at you and not know how you taste and feel, and smell, and it's all… it's so much better than I would have imagined… no going back…"

"Carls, we passed 'no going back' when you kissed me…" Sam chuckled, shaking her head and beginning to pull her hand back when Carly finally latched onto it, moaning even louder this time, and she could feel the soft pink tongue that battled her own wrapping and slurping every bit of her juices off the digit. "Meet those wild expectations, Shay?"

"And then some…" she replied, with a notable pop as the phalange escaped. "I wouldn't mind returning that favor when you're ready…"

"Maybe in the morning…" Sam said, happy to note that the reciprocity would come soon enough. "Tonight, I think we are both kinda tired… I know you seem it… don't wanna too much… too fast… and all that…"

"Can you… will you… cum… like this?" Carly's breath hitched as she imagined her closest confidant experiencing the kind of rush and explosion that she had delivered to her. Sam nodded, and Carly regained her focus, and seemed to get the picture and started grinding as well, starting to understand the blonde's rhythm, meeting the thrusts and gyrations with her own, and she had to admit that this really did feel pretty exhausting. And then Sam nearly struck her with lightning, sending every ounce of air from her weak lungs. "I think… you're… and my… our… buttons are… touching…"

"Mmmhmmm…" Sam simply nodded, reaching for Carly's leg to get a better angle, so that their swollen clits could grind and 20,000 nerve endings could be electrified at once with pure unadulterated ecstasy. "Momma needs to cum… stay… stay with me…"

"All night…" she nearly squealed back in response, her eyes welling up with what felt like tears, but this was anything but a sad occasion. She wanted to release a bloodcurdling scream, but Sam's flesh filled her mouth fast, the blonde pressing the paler face against her pink neck. "aaaaaiiiiiii!"

"Al… almost there, Carls…" the blonde huffed, knowing that with her inexperience and recent release, Carly should be well on the way to another release, and knowing her own body well enough after a hundred or so orgasms, Sam knew that they could do this together. Something that would certainly cement their special relationship. And given the sweet and soft nature, it would be something to add another layer to forgetting about Cat. "Keep it up… let's… let's do this together…"

"Not sure… I caaaaaaaannnnnn…" the words sounded like a pained whimper as Carly's body shook against Sam's, forcing the stronger girl to grip her tighter, and comfort the pale, sweet star, stroking her sweaty back with a bit of reassurance that this was going to be special. "Just… just be quick…"

"Mmmhmm…" Sam grunted as she reached and began frigging their pressed clits, in a quick, but focused manner, hoping that the overstimulation wouldn't absolutely destroy her bedmate, or worse, result in a sound that Spencer couldn't sleep through. Then it hit… the fiery blast that was bursting, giving her only a moment to gather her words, blurting, perhaps a touch too loud, "Now!"

"SSSSSSSAAAIIiiighhhhhhunnnghhh!" the brunette gave away in an instant, becoming little more than a ragdoll in a hurricane as the storm tore through her vulnerable body, held seemingly on Earth by the powerful, yet sensual blonde that sent on the journey. Her legs flopped and core clenched onto just air as she came, leaking like a sieve onto the sheet between them.

"Yesssss…." Sam, meanwhile, let out a soft gasp and shivered for only a few moments, letting the afterglow start seizing her body right away. It wasn't the most powerful release she ever had with a girl, but it certainly was one of the top five in how special and emotionally connecting the act was. Carly would need a little time to recover, but it was unlikely either would ever forget this moment.

"That was…"

"Yeah… it… really was…" The blonde slid her leg back over and pulled Carly down with her, so that they lay facing one another, bodies a bit sweaty, but feeling more alive than either had ever felt in this room. They didn't have to talk, and barely did for the rest of the night. Their minds had become one as they shared the experience that changed them forever, meeting as one, lost in a physical act that tightened their spirits. Mostly because this was so different than anything either had ever experienced.

No fights for control. No dirty talk. No fears of consequences. No doubts about sharing this feeling forever.

Not tonight at least.

* * *

 **So another chapter down, now revealing that our sweet Miss Shay isn't quite as innocent as previously thought. I know some were really looking forward to the Cam relationship and I hope we have delivered on that front. Of course, as with all things, choices have consequences, and while a triangle is a strong shape, a square can have quite a few issues, and a pentagon... well, that's just a house of cards. Even with all of that, things are expanding fast, and as we check in on the LA group next time, yet another new character will be arriving to the scene. Thank you as always for reading and please... please review/comment. I'm not going to say that more reviews mean faster posting... but I'm also not saying that it wouldn't inspire such a thing... Either way, hope you dug it and until next time.**


	4. Chapter 4

**Another month, another chapter posting later than Id want... but the process is getting faster for sure. The muse for everything coming down the line in KTR4 and dreamworlds beyond has had the muse in a chokehold, so I really do appreciate you sticking with me despite the slow pace. On another note, this chapter introduces yet another new character that might throw a wrench into the gears in the near future. This is also the first chapter where we are crossing the aisle to the Distinguished Competition. Enjoy.**

 **As always I do not own any of the characters featured within and do not own the script used towards the middle, coming straight from an episode of a failed spinoff show that was responsible for KTR existing in the first place.**

* * *

 **Shay Apartment**

 **Carly's Bedroom**

Sam texts Freddie about it the next day and confesses what they did together, and to her surprise, he isn't mad at all at her. He's just surprised, and now seeing Carly in a new light.

"So…" the exhausted blonde huffed to herself, staring at her reflection, seeing the faint pink from where Carly had given her a lot of attention, disheveled in a tight tee and boy shorts, "I guess last night really happened…"

The morning wasn't as awkward as Sam thought it would be, given what she shared with Carly the previous night, fearing all the ways it could have gone much worse as she went through her morning routine and looked at her reflection in the mirror in the hall bathroom. There wasn't a fight. There wasn't Cat-level cuddling and fawning. There wasn't tears of shame and regret running down Carly's cheeks. Everything just seemed… fine. Which, in and of itself, should have seemed super odd, but if the red flags weren't there, the blonde wasn't too concerned. As she brushed her teeth, she wasn't sure of why she wasn't bothered or if she should be bothered that she wasn't bothered.

"I don't have too long before I gotta head out for school…" Carly walked passed the door on her way to the kitchen, with a quick knock, and finished. "I'll meet you downstairs for breakfast.

Sam absently answered, "Okay, I'll see you down there." She finished rinsing her mouth then walked across the hall back into Carly's room. She considered a shower, but figured if there was a ticking clock on Carly's (and Freddie's) departure, it could wait. She had 'cleaned up' a little where it mattered anyway.

It smelled like them. Not something horrible by any means, but there was a notable scent of what they had shared in the sizable bed. Emotional sex. Every notch on her bedpost had a pretty notable scent and emotion that the olfactics would take her mind. Freddie was always something raw and primal, filled with sweat and musk. Jade would leave a trail of intensity that kept her on edge. Cat's scent was more sweet and there was an air of innocence and heartfelt desires that permeated their shared bedroom. Her former roommate was always so meticulous about her side, but she always seemed to savor the smell that they would 'create' together, only using the Febreeze when there were kids coming over or when her grandmother would visit. Perhaps Carly might be the same way.

"You ok?"

"Y-yeah…" Sam felt a bit startled, pulled out of her mental journey with a voice and a sudden hand on her shoulder. "I was just… thinking…"

"Do you…" Carly said, lowly, moving around to face the distant blonde, "… regret anything?"

"No… I don't think so…" Sam looked into the brown eyes of her longtime best friend, and realized that there were going to be some questions that had to come up soon enough. Two pale arms wrapped around her waist as Carly grew closer, her supple lips clearly looking to nestle into her own. Sam considered pulling back, but she couldn't make herself, once she smelled the bacon on her breath.

It wasn't as intense or emotional as what they had shared in the bed, but it certainly was powerful enough to raise both their temperatures. Carly slipped her tongue in, and Sam found herself walking them toward the bed, only stopping when the back of Carly's pressed against the comforter.

"I wish I could do this all day…" the brunette whispered, breaking the kiss for only a second as her right hand began to explore the supple fabric covered chest of her 'partner.' The way Sam inhaled her deeper and let her own tongue begin to play showed that the feeling was most certainly mutual. The deeper the kisses got, the more pressure Carly felt to lay back on the bed, and let this happen, only pulling away for a quick breath. "That's not weird, right?"

"I've heard weirder…" Sam grinned, licking her lips a little and moving to nestle her face into Carly's neck and perhaps create a 'sick day' for them. It was lust, plain and simple, which never would have bothered her until she came back to Seattle; discerning lust from love was her new mindset thanks to his help, and now she needed to make the distinction. "But you better quit making out with me… you're gonna be late…"

"Me?" Carly looked offended as the blonde practically pinned her to the bed, seeing the fiendish grin growing on Sam's face. "You were the one about to give me a freaking hickey!"

"CARLY?!"

"Shit…" Sam grunted, shaking her head and pulling from Carly immediately. The sound came from downstairs, but the sudden fear that Spencer might catch them… together… killed any sort of drive that either had in the moment. And Sam would be lying if she said she wasn't a little grateful for the interruption. "Let's just be cool…"

"Well..." Carly started giggling, looking at the blonde's chest, which signaled that she was more than into their activity, "you're already looking cold."

"What?" Sam looked down, already knowing what her bestie was referencing, but seeing her pointed peaks against the gray top, there was no ignoring it. "Oh goddammit… Head on down… I'm gonna get a bra…"

* * *

 **Shay Residence**

After Carly left for school and Spencer got to work on his latest project, Sam was at the kitchen table, glancing at her laptop. She couldn't resist Slapbook scrolling, an easy time waste until her online class got going. And like anyone else that ever spent more than ten minutes going through social media, she had some regrets on the choice.

Cat was still listed as 'In a Relationship' though Sam was almost positive that she knew it wasn't true, but couldn't bear to take the final step. It had been her 'status' for a while despite their secret relationship, and the others just seemed to accept that she did it on purpose, but her own page was now listed as 'It's Complicated.'

Too much to dig into on that particular issue, she figured, so she moved on to some of the others. Robbie had posted some dumb meme. Beck was with a new girl apparently. Andre was commenting on some music video. Trina had yet another makeup tutorial, leading her to question why the hell she friended her in the first place. But then there were the other two, and while that same warmth Carly delivered began to spread once more, so did the knotting of her insides, making her heart and stomach ache.

Tori had posted a quote from someone anonymous (though it was immediately clear to the blonde who said it), all about giving in to peace and tranquility of being swept away. The usual fodder for how Freddie and Tori connected, even if their whole 'deal' didn't make a ton of sense to her. Jade's profile picture was in black and white, of her and Freddie, holding her head to his chest, his face out of frame, but she was just smiling, happy, and unquestionably in love. Sam couldn't help but insert herself into both roles, wishing to share in such blissful intimacy. Her page featured a countdown until Freddie came back, signed with"'Wake Me Up When May Ends…"

Freddie's page didn't have a ton of personal info, which really checked out with him after the stalkers he amassed after the unfortunate Fan Convention. Lots of science and movie trailer videos, the occasional meme with a social or political punchline, but nothing about her. Nothing about Jade or Tori either. Perhaps that was for the best.

But that picture… those eyes looking at her… they made her feel even more twisted. In a perfect world, she would just go to his room and climb into bed with him and never stop sharing every inch of herself- physically, emotionally, and mentally- but this wasn't that world. Not yet, at least. There was a story to share… but the when and how to say it was a bit of a problem.

"Just… just say that something happened…" She picked up her cell phone, rehearsing to herself how she would say all the words. But he was at school. Next to Carly, no doubt. So it would have to be a text… or it would have to wait. The grinding in her guts and beating in her heart made it abundantly clear that this wasn't something that should wait. She debated on how she would tell her semi-boyfriend about last night, how she was going to confess that she had slept with their mutual best friend of the last several years. "But how to say it… Me and Carly hooked up. Sorry I didn't tell you. My bad… Or… I was seduced… and you will never guess by who… Nope…Ugghh… this blows."

 _BZZT BZZT DOO-DOO DO-DO DOO-DOOO_

And just like that, the decision had been made for her. Freddie's signature tone from some 90's sci-fi action kids show. He must have felt her thinking hard about him.

 _-You doing ok today?_

 _-yeah… just waitin 4 this class 2 start._ She fired back, her heart beating in her throat, still unsure how to subtly bring up the events of the night before the guilt killed her. _what r u up 2?_

 _-In Mrs. Bass' class. Bored to death._

 _-O, r u not playin 50 shades w/ Tori?_ Sam couldn't help but take a shot at the odd relationship the two had, getting two very different versions of their steamy text exchanges from each, funneled through Jade. Sam and Jade could each could be pretty submissive to Freddie in bed, and compete with one another, but Tori seemed to depend on Freddie for everything, from how to dress, to what to do with her free time, but since it was Freddie, he never took it too far. But if she ended up with someone else… that could be very bad. _Figured u would have her barking like a dog by now._

 _-Very funny, but I seem to remember someone else begging for a… stern hand not too long ago._

 _-I can compartmentalize._

 _-Look at you with the big words, Princess..._

 _-STFU_ She nearly smashed into the phone, annoyed that this was the Freddie that she was dealing with- the kind that made her feel less than him, dumb, and led to their breakup. _I told u I was doing better. I wanted 2 talk 2 u, but if ur gonna be a shit, then no thanks._

 _-Ok, ok… my bad. I'm just having a rough day. Didn't mean to get you upset. What's up?_

" _I need 2 tell u sumthing…"_ Sam slowly typed out, realizing there was no turning back now. Sure, Freddie would know, but did he need to? Technically it was her AND Carly's secret to have. But if Carly was interested in him too, perhaps she could get a head of anything by just telling him the truth. Jade had a code about no outsiders getting in between the four of them, and Carly had definitely gotten into a few places. _But u cant tell Carls._

 _-Not the best way to start, but ok…_

 _-Something happened…_ Sam was literally wincing as she started typing everything out, and she could just see his face. Maybe it would change the way he saw her. It would definitely affect that pristine image of Carly he had. _Things got heated between me and her._

 _-What? Did you two have a fight? Sam, she just got back… you can't already be picking fights with her._

 _-No, we didn't have a fight, we…_ Her hands paused on the keys, well aware that this was the hard part. Choosing the right words were necessary for Freddie to get the accurate picture. Made love sounded too romantic. Fucked was far too intense. Slept together was technically true, but would likely require a follow-up insinuation anyway. With a sigh, she quickly typed out the first that seemed to work. _We fooled around a bit_

With no Spencer and the tv off, the Shay apartment was silent, save for the slow, deep breaths of the blonde on the couch. There was no response. He had left her on read. Great, she thought to herself, I killed him.

 _-Fooled around? What exactly do you mean?_

"Jesus Christ, you are so dumb sometimes…" she whispered to herself, shaking her head. If she had to explain how they fed off each other and then rubbed their business together, she was going to flip. _-We had sex u nub!_

 _-Wow. Ok…_

 _-That's all u've got to say?!_

 _-It's unexpected… but in a more… 'why did it take until now' kind of way._

 _-So u expected us 2 go at it?!_ The old livid Sam was coming out, getting pinker with her rage, unsure how to truly take his reaction, but if there was one thing she hated, it was assumptions. _Do u think every girl that has a sleepover is rubbing her pussy on other girls? U better not be getting an attitude again._

 _-No… I didn't mean it like that. And I'm not mad. I just thought that if you too were going to ever do anything, it would have happened before now. And now that you've been with… girls… I kinda thought it might happen._

 _-Are you fucking serious right now?!_

 _-Sam… she's your best friend and you two sleep side by side pretty often. It's natural to feel things._

 _-You don't get to be patronizing, Fredward. Yeah, I know that word too._ Sam was gritting her teeth. Easily the hardest text exchange she'd been through recently, and that included having to apologize to Cat. He is such a know-it-all, she thought to herself, tossing her phone. If he had a response or an apology, she wasn't in the mood for it at the moment, and possibly not for the rest of the day.

* * *

 **Ridgeway High School**

Several miles away in a hallway of Ridgeway, Freddie put away his phone into his pocket as his mind wondered to all the possibilities opened up with Sam's revelation, wondering if Jade's 'bet' would come true. He'd always dreamt of having both girls at once, but that was a dream and this was the kind of real life that could get messy fast, especially with Jade and Tori on the side of it all. Maybe he handled Sam incorrectly, but then again, it would hardly be the first time.

But this was supposed to be different. Sam had matured, and had dedicated herself to being better, and he had done the same. What they had was special, and he never once wanted her to feel like he thought less of her. Not anymore.

- _I'm sorry_ , he typed up hurriedly, hoping she would eventually respond. _You're not dumb. Honestly, there's so much stuff that you just understand that I just can't, and I hope we get to have a life full of experiencing things and learning together._

And then the waiting began. And kept going. And going. The clock kept moving but his pocket never once vibrated. Not until his next class period. Sitting right behind Carly. He wanted to say that he knew but that wasn't exactly the easiest thing to just come out and mention.

"You doing alright, Carly?" he asked in a hushed whisper, hoping not to get too much attention. "Sam said she didn't get much sleep…"

"Did she?" the brunette slightly turned, eyebrow raised. "I can't imagine what. I was very comfortable…"

"Maybe..." he fired back, "maybe it's just Sam being restless. Maybe something in the bed keeping her awake."

"You might be right…" Carly shot a slight smile, seemingly catching on to this innuendo game, but she knew full well that she couldn't play her cards out just yet. The fire Sam started in her belly this morning had simmered, but thinking he knew, combined with what Sam had told her about him, how the dream played out, and how last night just felt… so right… it threw her nerves into overdrive and she said the words before she even realized it. "You could come and find out for yourself, you know…"

*COUGH*

"You alright, Mr. Benson?" Mrs. Gonzalez asked, earning the entire class' looks toward his wide eyes and shocked face, save for Carly who was a bit red in the face as well. He put up a thumbs up, and the class slowly turned their attention back to the lesson. "So, we were discussing…"

"I didn't really mean…" Carly started to say, but the rest of the words seemed to fail her. She definitely meant it. She meant that she wanted him to push her onto that bright pink bed, tear her clothes off, and make her a woman all night long. His woman. "I just…"

"It's… fine." He didn't know what else to say. It seemed to come out of left field for the sweet brunette, and while he was 90% sure she was doing a come-on, he didn't want to screw up something if he was wrong. Even with knowing she and Sam had shared something the night before, he had forced himself, mainly due to Jade, to avoid looking at Carly that way, but it was getting pretty unavoidable. "It's my bad. Probably shouldn't have even brought it up."

A sudden buzz in his pocket served as the perfect distraction from this awkward disaster.

 _-im sorry 2. I always assume the worst. i want all that stuff 2. i love u._

 _-I love you too, Princess._ He quickly typed, hoping that some time with his longtime friend and now girlfriend would clear out his mind. _Do you still want to come hang out?_

 _-Oh hell yes. mama's gonna need some nub-time today._

* * *

 **Paramore Studios  
Los Angeles, CA**

Inside the typical and blandly decorated waiting room for audition, there were a number of teens and young women eagerly waiting for their chance to audition. They were chatting and going over their lines with one another, yet to the veteran eye, it was clear any one of them was willing to stab the other in the back for the chance at stardom, even if it was a fairly minor role.

Jade ignored the 'rabble' as she sat back in one of the seats going over her part for the umpteenth time, easily having memorized her lines the previous evening- it had become second nature to her after the years of practice at Hollywood Arts- but was working out in her head the character's motivation and how she was going to perform the part in such a way that she would stand out. She had to fight back the nagging reminder of her father's belief that her dreams were stupid and pointless, especially when she could acknowledge the sheer odds were stacked against her, that she, of all people, would actually make it as a serious, regular working actor.

"Next… we have…" Her studying was interrupted when one of the casting assistants stepped into the room and called out, "Jade West?"

"That's me…" Jade looked up from her script and got up from her seat and headed for the door. The casting assistant stepped aside and kept the door open for her to enter. To say the room was nondescript would be an overstatement- beige walls, light blue carpet, two windows, a long table at one end with a number of people sitting behind it. It was what a child would draw if they were asked to draw a room. A quick scan caught a familiar face- the director that cast Tori in his film as a stunt double due to her looking too much like their star to have any other role.

She wasn't sure if that was a good thing or a bad thing.

Jade noticed the only other apparent auditioner was a blonde teen that appeared to be about her age or slightly younger, but there was something about her that seemed really familiar. She wore a bright smile and spring colors in her smart looking blouse and near knee length skirt, easily conveying she was trying out for the happier, bright girl that everyone always seemed to fawn over. The terror of Hollywood Arts noticed a playful look in the girl's eyes, with a sweet grin, and instantly felt her warmth and happy attitude bubbling off of her, so much like Cat. It didn't take a genius to see she was a prime candidate for her role of a kind and sweet babysitter. She considered for a moment whether she should have tried for that part to prevent being typed cast with her usually assumed demeanor. However, it made no difference now that she was here and ready to audition for her part as the gruff and rude best friend. She just smiled and politely greeted the casting crew, "Afternoon."

"Wait…" The director slightly knotted his brow underneath the frame of his glasses, trying to place where he had seen her before, "… do I know you?"

"Kinda…" Jade slightly smiled and answered, "You cast a friend of mine in a movie as a stunt woman in one of your movies, Tori Vega… you had her take a three story jump for some action movie."

"Her… yeah… hard to forget that one…" The director nodded his head and half-joked, "The stuntwoman afraid of heights."

The mentioning of name caused the blonde to raise an eyebrow, clearly recognizing the name.

"Right… a stuntwoman," Jade answered with a tight smile, trying to reconfigure her new feeling for Tori relating to the joy she used to feel seeing her current girlfriend crash and burn. "That's what she was."

"We gotta get through a few of these so let's get started…" The director clapped his hands together, broadly smiled and continued, "Okay, ladies, we're taking it from scene three, page twenty one…"

"Real quick…" Jade turned to her opposite and offered her hand and a polite smile before they got started, "Jade West."

"Oh… sorry…" The bubbly blonde with a smile that could brighten any day returned the handshake and replied, "Liv Rooney."

Jade would usually dismiss the girl as just another dime a dozen platinum blonde in Hollywood hoping to make it big before either going back home to the Midwest with her tail between her legs or worse, get into porn, but something in the teen's eyes caught her attention. She realized there was a sharper intelligence behind them than what her outward demeanor may have suggested. Like she knew her. The name seemed to prick some form of recognition, but she just couldn't place it at the moment.

Liv began without bothering to look at the script again, "So…"

"I'll be reading Hank, and Vanessa here…" the director said, motioning to the older woman to his right, "… will be playing little Ronnie."

"That seems right…" Jade muttered, unaware the words were even said aloud until she saw the slight giggle from the blonde and something about that just felt right.

"Ok, here goes…" he said clearing his throat. "Look, are you two babysitters or not?"

"Listen, buddy…" Jade almost growled the words. "Unless you got a warrant, you can't just come in here and… wait… babysitters?"

"Yeah..." the director's gruff voice was almost laughable. "Remember the flier? It said you two babysit."

"We _do_ ," Liv chimed in with a sweet smile, struggling from giggling.

" _Good_. Mitch, get in here!" the director waved his arm way too wide like a lunatic and nearly hit his 'costar.' "This is my boy, Ronnie. And I thought that maybe you two could _baby_ sit him for a few hours."

"Oh, so you came here _just_ 'cause you want us to babysit your kid?" the dark haired young woman tried to channel Sam a little for the role.

"Yeah. And he's not much trouble; he just likes—what d'you like?"

"Television. Football. Cheese," said the woman with a voice too low for a teen boy, let alone a small child. "Why can't I just stay with you?"

"Well, because daddy has to go find some bad people and put them in jail."

"Bad people!" Liv got a little higher pitched and if Jade wasn't looking right at her, she might have even thought this was Cat talking. " _What_ bad people?"

"Some _body…"_ the director read that line off as if he was gearing up to sing a terrifyingly off key version of All Star, "… has been making illegal Blue Dog Soda and selling it."

"Oh no…" Jade did her best to match her blonde frenemy's sardonic tone. "Those jerks…"

"Yeah," the blonde that now had Jade's full attention retorted, locking eyes with her. "Jerks."

"We don't know who it is, yet, but some genius copied the formula."

" _Genius_ …" Liv fired at Jade finding the right balance of chipper and also annoyance that actually seemed copyrighted by Cat.

"We're gonna find 'em, we're gonna bust 'em, and we're gonna shut 'em down."

"Okay," the pale bully shrugged, rolling her eyes.

"You…" Liv nodded quickly, moving closer to Jade as she stared at the director. "You do that."

"How come?" grunted Vanessa, who would hopefully be recast for the pilot.

"'Cause sugar is _bad_ , Ronnie…"

"Okay, so you, uh, gonna shut down the people who make grape juice?" This was Jade's chance to really channel the Puckett attitude and she went for it, almost causing her blonde costar to break, when she puffed her chest out and moved toward the director like a territorial gorilla. "'Cause grape juice has a lot more sugar in it than soda has."

"Uh, n-no it doesn't," the director seemed a bit shook from the move as well.

"Yeah, it does. Look it up, nub…" Jade threw the last word on there, fulfilling her Sam metamorphosis.

"Grape juice has lots more sugar than soda," Liv nodded quickly, looking so sweet and so innocent that Jade legitimately wanted to scoop her up in her arms—which a sliver of desperately wanted to know why she wanted to do such a thing.

"So…" the goth sneered at the table of her judges, hoping they felt the attitude she wanted to convey, "you gonna _ban grape juice_?"

"Aaaand Scene!" Once Jade finished her line, the casting director stood up and smiled to the pair. His eyes looked on excitedly as he spoke, "Thank you ladies. That was great. You really made me feel the scene."

Liv politely bowed her head and replied with a barely restrained smile toward her partner, "Thank you." Slightly more surprising was the hug the blonde came with that Jade could hardly prepare for.

"Oh…" Jade softly cleared her throat as she composed herself, her arms hanging awkwardly on either side of the shorter teen and having immersed herself in the part momentarily and trying to shake the warm, accepting feeling of Liv's embrace at the end of sharing the scene. She displayed a courteous smile and answered as well, "Thank you."

"Guess that will be it for today, ladies…" He glanced over to his assistant, whispered something to her then informed the teens, "We'll be in touch with you. My assistant has your contact information."

Jade politely nodded with a smile, feeling pretty good about her chances as she left the blonde's embarce. "Thank you," she spoke again then understood it was her time to exit. She turned and headed out of the room with Liv right on her heels. She continued on past the waiting room, not initially paying much attention to the lovely blonde until her opposite spoke up.

"I think that went pretty well."

"Really?" The raven haired teen paused and looked over her shoulder, still seeing that genuine cute smile she had displayed throughout the audition. She honestly answered from what her instincts were telling her about the blonde, not simply dismissing her out of hand, "I ah… I think it did. It was refreshing acting off someone with actual talent rather than just with some script girl."

"Thanks… Jade…" the words came off her lips as if she wasn't 100% sure that was actually her name, like when a new coworker strikes up a conversation in the office, but Liv had so much charisma, it almost flowed perfectly. "You're really talented too. You appeared to be a natural at it. What are you acting in right now? I'm sorry, I just can't place the face, but your name seems _really_ familiar."

"Oh… well, I…" Jade tightened her smile, feeling momentarily inadequate to the blonde as she had a nagging feeling that she was familiar as well, but she just couldn't place her. She didn't want to embarrass herself in front of someone that may have a lot more experience than her, especially as she appeared to be younger. She cleared her throat and rallied her pride to answer, "Nothing professional at the moment- just little productions at my school… a few pieces I've written…" Her smile faltered a bit more as she added, "I had a local production, but…

"But?" the blonde seemed actually interested in finding out the rest of this message. She added in a sympathetic tone that just struck Jade as genuine, "Were you not able to do it?"

"It's just… really dumb, I know… and I blame myself… but…" Jade fumbled for her words for some reason. She never really got tongue tied but those gorgeous blue eyes showing her true attention was something truly unexpected for her usual audition experience, "… my ending got changed by the woman that was producing it… I'm not particularly proud with how it turned out. She made it… into a vehicle for her daughter… with a ridiculous ending."

"Yikes…" The cute blonde softly sighed and offered a sympathetic expression as she responded, "I'm sorry to hear that, but you wrote it? Directed it?"

"Both actually," she answered with a bit of pride in her voice. "Which honestly made it a little worse, I think."

"That's pretty impressive…" Liv raised a questioning eyebrow, more pleasantly surprised than anything. "So you can act, write AND direct?"

"I try…" The darker haired teen's confidence as she added, "I think I can sing pretty well too. Mason thought I was good enough for the P…" She trailed off, realizing that she was going into a subject that still was pretty sore with her. "You know what… that's not-"

"That's it!" Liv snapped her fingers and eyes went wide, getting all excited with a beaming smile. "That's where I remember you from- the PMAs last year. You were on a couple banners and commercials for it… you were supposed to perform instead of Tori Vega—that's the same Tori you mentioned before the audition, right?"

"Y-yeah…" Jade nodded her head, feeling her stomach sinking, not wishing to be known as the almost famous. She slowly answered while trying to maintain her dignity, "I was ah… actually going to… replace Tori, since she had the gig first… but… it wouldn't have been right to go out there to perform after she—"

"Performed in front of two hundred million people across the world and became a household name for a while?"

"Right… that's… that's how that worked out…" Jade bit her bottom lip, threatening to draw blood then swiped the front of her top teeth with her tongue before answering with a forced bit of composure, "but …it was her night and Mason was just trying to take it from her because she didn't want to be his puppet. It wouldn't have been right to perform. We have had our… issues, but she was… is… my friend…"

"I can't tell you how admirable that is," Liv expressed with a heart filled tone, even if there might have been a spark of judgment that she wouldn't have done the same. "Unheard of, honestly…"

The dark headed teen knotted her brow, unsure she heard Liv correctly. She had to blink and almost do a double-take as they headed outside through the main doors.

"It's just…" Liv continued in a soft, respectful tone, "I've been acting and singing since I was twelve, hoping that I would be as big and respected as all the other great actors, but…" She glanced down at the floor, unable to meet Jade's eyes. "…I'm ashamed to say that I don't know if I would have had that kind of integrity if I had been in the same position, that I would have just turned it down. I would hope I would…" She softly shook her head in shame before looking back up and continuing, "… but I've been in Hollywood long enough to know that most people wouldn't. That's really commendable for doing that. I just know that has to be rewarded someday."

"Well, I don't let her live it down…" Jade initially laughed off then her brow rose, ready with the comment, not truly expecting her reply. She was usually feared if not overlooked for others—Tori unfortunately coming to mind—not admired and looked up to as an example. She uttered without thinking, "But… well ah… thanks."

Jade took a few more moments to compose herself then added, "I don't know if I've ever said this to someone from this world and meant it… but I'm really happy I ran into you…"

The blonde nodded, giving her a supportive smile that just seemed to make Jade feel better about the decision, one she knew was right at the time she made it, but it felt better to know that someone had acknowledged it—a complete stranger acknowledge it. "That might have come out weird… sorry…"

"No… it's fine… I just… I realized I have kinda just been talking about myself…"

The gothic looking teen felt a wave of bashful embarrassment, not sure how to handle the admiration, so she instinctively attempted to change the subject, "So, you said you've been acting since you were twelve? I know this might come off as a little rude and I promise I'm not trying to be, but have you been in anything I would have seen?"

"You may have. I was the lead in a tween/teen show for a few years ago, Sing it LLLOOUUDDD!" Liv cheerfully answered while singing the last word with natural talent. "Lasted three seasons. Really popular with the social media crowd."

"Yeah… I remember that one…" Jade blinked, not expecting the girl to actually sing the title and so well, then a beat later, she remembered the show. Her face showed the dawn of realization. "You starred in the show based on my high school?"

"Your high school?" Liv replied with a knotted brow that made her appear quite adorable to anyone passing and surprisingly in Jade's eyes. She wasn't sure why it was the case and it kind of disturbed her.

"Hollywood Arts… the performing arts high school here in LA…" Jade replied with a touch more snootiness than she really intended but it was hard not to think of the show as 'imposters.' "I think yours was like a boarding school, but yeah, it was clearly based off our school."

"Hollywood Arts…" The blonde's brow remained furled for several more moments then embarrassingly answered, "Yeah that was the school they talked about. The producers will never admit it, but yeah, there was some liberal borrowing of the concept to turn it into a boarding school, but…" Her expression slightly soured as she asking, looking a bit adorable as she spoke, "I take it you weren't a fan?"

"I mean…" Jade nodded her head to the side, letting a breath out through her nostrils and tightened her smile. "Honestly… I never really watched it… saw one or two episodes, but the main character… your character now that I've put it together, reminded me way too much of someone at my school that…"

"Someone that you knew?"

"Yeah… someone…" Jade's expression soured as well, remembering all the conflict she had with Tori and how much she had come to regret it. She answered with a clearly regretful tone in her voice, "… that I didn't care much for at the time… the main character… she was the golden girl getting all the parts despite not always being the most talented… it hit a little too close to home for me."

"Oh…" The lovely blonde nodded her head, trying to convey a sympathetic gaze at seeing that a part she had loved to play for years that was meant to inspire others—working hard and achieving success—had actually represented a roadblock for others when the person continued to succeed over and over when sometimes it wasn't deserved. "So I was probably more of the villain in your opinion?"

"No… it was just… well, it's not super important," the raven haired teen sighed, not wanting to make it a big deal in dragging up more memories or putting that on the blonde's shoulders.

They stood there in the middle of the sidewalk for a few moments, neither exactly sure how to continue or end the conversation. In those moments, Liv noticed from the corner of her eye that they were drawing a bit attention to themselves with conversing while people walked briskly by them. "Hey, do you want to grab a late lunch? Early dinner? Midafternoon coffee? I'd love to hear about your experiences at Hollywood Arts."

"Well, I…" Jade thought on it for a moment, surprising herself a bit by instinctively wanting to say yes despite telling Tori she would meet up with her as soon as the audition was over. She checked her phone and attempted to shake any guilt off as it just being a good idea to spend some social time with the girl that clearly was going to play her opposite was they to get the parts. "You know what… yeah… do you like sushi?"

* * *

 **Nozu**

 **Los Angeles, CA**

After firing off a quick text message to Tori then a quick half-hour drive filled with the radio playing and Liv singing along with surprising talent to Jade's ears, the pair arrived and entered the Japanese restaurant and took seats at one of the booths for some privacy. Jade would usually have taken a seat at the bar, but she instinctively wanted something a little more private for their conversation. They took only a few moments to order, Jade already knowing what she wanted while Liv read over the menu in a near instant.

The waiter departed to fulfill their orders, but quickly returning with their drinks while they waited for their food. Jade took a sip from her straw then asked, "So, what have you've been doing since playing in your musical show? Because I just know I've seen you someplace else besides that?"

"Not too much honestly…" Liv's smile tightened and her cheeks blushed a bit, feeling a little embarrassed in bragging about herself. "Well, I starred in _Space Werewolves_ —based off the book series—and I ah… have a TV show on right now. It's called _Voltage_."

"Yes…" She recognized the name of the movie and that it did fairly well at the box-office, despite the heavy gender swap controversy, but the name of the show ironically hit Jade's brain like a bolt of lightning and she quickly interrupted, "That's the show where you're a superhero that controls electricity."

The blonde eagerly nodded her head and asked, "Yeah, have you seen it?"

"Again… no…" Jade shook her head as the pieces fell into place. "My boyfriend is kind of a geek. He's a fan of the show and I think he enjoyed that movie."

"Guess I'm just not your type…" Liv replied with a soft, warm laugh, "So I take it you don't watch it together?"

"Well…" The gothic looking teen's friendly smile slightly faltered, something that Liv was quick to pick up in an instant, trying hard not to dwell on the 'your type' comment, and replied, "No… we're in a long distance relationship. He's in Seattle—until graduation, which can't come soon enough—then he's going to move down here and we can be together full time. Preferably forever after that."

"Oh, I'm sorry…" she replied in a sympathetic tone and her expression clearly matched her feelings towards the raven haired teen. Her smile brightened back up almost immediately as she offered, "But that's great that he'll be back pretty soon, it's about what? Two, three months?"

"Two and a half months," Jade was quick to answer as if she was counting down the days, which she was counting down the days. Her mood lifted a little as she added, "I'm going up there in a couple weeks for his prom."

"Wow…" If possible, the blonde's face lit up even more excitedly, "Oh, that is so romantic. I'm sure that's going to be a lot of fun."

"I'm hoping so…" Jade trailed off, not sure why she was opening up so much to the blonde. She could sense a true 'genuineness' about her, something she saw in Cat, but something was just different about it. Her presence didn't have any of the grating childishness to it that sometimes it did with Cat, something she didn't wish to hold against her friend of many years—that in itself showing how she had changed in the last months with Freddie in her life. The sweetness should have sickened her, someone being that happy and bubbly, but there was just something in those blue grey eyes that showed a keen intellect and not as naïve about the world as her demeanor may have shown that made her feel comfortable in the girl's presence. "Not gonna have much time at all with him."

"Of course…" Liv continued after taking another sip of her drink, "… but after your night and he comes back down here… he'll be in college while you'll be acting, hopefully this being your first major part for the world to see you. It's great to have someone to share that with—the success."

"I want to share everything with him, honestly…" Jade studied the short blonde, realizing for the first time with her keen observations of measurements that she was nearly the exact height of Sam, and noticing there was suddenly something slightly off the carefree teen. The slightly younger teen seemed to deflate a little as her mind was going wondering somewhere. She quietly asked, "So… do you have someone like that in your life?"

"Well…" The blonde's smile faltered then replied with a struggling voice not to sound too depressed, "I… have my sister—my twin sister… sisters by chance, best friends by choice… and family who are really supportive. My mom let me go to Hollywood for four years to film my show, but…" Her shoulders slumped a little as she added, "…I did have someone like that… for just a little while. It took us so long to finally get together then… when we did, we kept it secret so the media wouldn't snoop… I kept it secret to the point that I made people think that I was dating my co-star, but… he didn't like it and the more I filmed my show, then there was school… there wasn't enough time for us and he…" She tightened her smile, trying to push down the emotions that were still fresh and not cry in front of the stranger, "… he made some bad choices..."

The raven haired teen remained respectfully quiet as she saw the teen struggle to maintain her composure. Of course there were questions and theories as to what some of those bad choices were, but she didn't want to press this new bright spot on the first day. "I'm so sorry…"

"It's… the past…" After several more seconds, Liv cleared her throat, took a deep breath then finished, "Find that balance with him Jade. As crazy as your career might get, make sure you have time for him… for the both of you."

Jade nodded her head, seeing the wisdom she suspected hiding behind those eyes on full display since meeting her. Her mind raced about how hard it was already with Freddie. How it was already a bit of a struggle for them to balance one another with school and work and that wasn't necessarily including Tori and Sam in the picture. Plus Carly. Her mind fast-forwarded to after the summer when he'd be in college and she hopefully would be working on music or acting… The concept pricked at her fear that she and he wouldn't work out with various obstacles in their way—the struggle she saw with her parents and others without the stresses of what would be conflicting schedules and possible public scrutiny—and seeing it happen again right in front of her hammered her fear home.

"Not my business…" She cleared her throat, taking a quick sip of her drink to help rally her mind then softly replied in an obvious attempt to dissuade her own fears, "… and not to be rude…" Something that Jade had never been worried about doing in the past. "…but maybe he just wasn't the one?"

"Not sure I even believe in that anymore…" Liv knotted her brow. She felt a twinge of being insulted, but she waited for her potential future costar to finish. "The one…"

"I never did… but…" the former bully took a deep breath and she tried her best to empathize and emulate how Tori would talk to someone hurting. "I was in a long-term relationship before I met Freddie—my boyfriend. I thought he was 'the one', but only because I thought he was the 'one' I deserved. The only 'one' who would ever put up with me… so that just meant that he had to be the 'one' that I was meant to be with and I… I loved Beck so much, at least… what I thought was love… but… it just didn't work out. We just… couldn't make it work and it took me a while to realize that he wasn't really the 'one.' But then, through the craziest of messes, I found Freddie and… everything just clicked. It was like… I had to go through everything—the pain, the heartbreak, the setbacks—to get to him and the same for him to get to me. It sounds like romantic nonsense, but… there was no other way we could have even met without Fate stepping in. I don't know how you view things, but… could it be the same for you?"

Liv just sat and stared at her, mildly sad and also enamored with the 'fairy tale' that Jade was spinning for her. She didn't expect such a thing from someone that really conveyed the gothic part.

"Honestly…" She let the question hang in the air for a moment then finished, "I don't know, but… take it from someone who thought she would never love again… who didn't want to put herself out like that again… don't give up. You'll find someone that will understand you and stick by you even with the craziness of the life of an actor."

The blonde sat quietly as she processed Jade's advice, wondering if there was something greater—God—maybe helping steer her life down the correct path and heartbreak was just part of the journey.

Jade quickly added, "Or… maybe you will get back to him and this just isn't the time to be together with things separating you. I met Freddie when he visited his friend down here and… it was a magical weekend then he had to go, but… he had to go back to Seattle and I stayed here, but we'll get back to one another, so… don't lose hope."

"That's…" Liv nodded her head, forming a soft, but genuine grateful smile and replied, "That's something to think on… thank you, Jade."

"It's nothing… being in the relationships I have, it's really opened my eyes to things." Jade returned the smile, not trying to push down the feeling she was feeling with Liv showing again genuine admiration for her. She wasn't the one that gave this kind of support as that was left to Freddie, Tori and others around her, but something just urged her and she didn't bother questioning it. The content look in the lovely, cute blonde's eyes seemed to be good enough reason. "The people I love and surround myself with now… they make me better and you could-"

"Heeeere we are…"

The waiter returned with their orders and the pair enjoyed their meal for the rest of the afternoon, sharing bits and pieces of their lives that surprisingly where equally filled with some off the wall adventures. Jade never finished her sentence she had begun, which could have changed the trajectory of their lunch completely.

* * *

 **Benson Residence  
Apartment 3-D**

 **Bushwell Plaza**

"I don't hate this…"

"Me either…" he kissed the top of the blonde's head, pulling her tighter.

Freddie and Sam were relaxing back in his bed, the blonde simply cuddling up to the former tech-producer and just enjoying his presence. He always knew what the right move was, and he smelled fucking perfect. She casually trailed a finger over his stomach as he breathed and she heard his heartbeat. Of course, the former bully would have loved to just slither down and really enjoy each other's company; stroking him to a well-deserved release, maybe with his thick shaft in her mouth or riding him as he drove deep inside, or him taking her against the wall like an animal, but time wasn't on their side with his mother due to arrive home at any moment.

However, even if that wasn't the case, she couldn't help but enjoy this sweet, tender alone time with him. She wondered if this was how Jade spent her fleeting moments with Freddie, just enjoying him in this manner, despite how she understood their passionate relationship. She'd rather just enjoy this time and get another taste of what Jade shared with him, but she had Carly's weighty request on her mind and frankly her heart.

It had come shortly after she had apologized for being such a bitch, and Sam still wasn't entirely sure how to bring it up. Just a sudden text that threw her for an absolute loop. She grabbed her phone and looked at it again, trying to figure out what the hell she was supposed to do with this.

- _Something happened… in class… with Freddie… and it's really getting to me. Like, even more intense than last night kind of feelings. I think you should talk to him. It could be something perfect._

"So…" She took a deep breath then quietly began, "Carly was wondering something… something big she wanted me to talk to you about… erm… ask you about?"

Oh shit, he thought, she told Sam about the awkward thing. Freddie raised an eyebrow and she could feel his body slightly stiffen before he asked with concern lacing his voice, "Something big? That deals with me? Ask me what?"

"Fuck… I don't know why I have to be the go-between here… but I'm just… I'm just gonna come out and say it. The blonde cleared her throat then lifted her head to rest her chin on his chest. She bashfully smiled to him, clearly embarrassed and worried, and answered, "Carly has apparently… started catching some… feelings for you—again—and well, since she knows that we're… intimate and you two never got the chance when you were together… and then we got together last night… and it's just… she was wondering if… she could… you know… 'join us'… for like… one time…"

"Join us?" Freddie blinked and just stared at her for a moment, not sure if he heard her correctly. "Ah… what? She wants to do what exactly?"

"You know what…" Sam raised a questioning eyebrow, smirking just a little bit to tease him, never entirely sure if he was dense on signals or if he was just playing coy, as it took away her nervousness. His eyes clenched and she could feel his heart beating faster. "You never thought about being with Carly? Not once? Especially when you two were doing that long distance thing?"

"I mean…" Freddie rolled his eyes and muttered with a soft laugh in his voice, "Of course I have. I had a pillow dedicated to her… shit… I was in love with her for… forever, but… things have changed… I'm with Jade… and Tori… and you… we have… 'this', whatever this is, so what _we_ can do together… what we _have together_ right now is pretty extraordinary."

"Extraordinary, huh?" She teased, lazily trailing a finger over his stomach through his shirt, down to the edge of his pants. "Ah, I didn't know you felt that way. I thought I was alone in the thought that the sex was fantastic."

"C'mon Sam…" He smirked, cocking his head to the side before replying, "I wasn't referring to just that, but I wouldn't argue we don't. Hell, it's taking all I have to resist taking you. My point is… that I'm able to share this with you… and Jade and Tori don't have a problem with it. It's almost unnerving how much Jade encourages it actually.

"Because she gets off on the idea, maybe?" Sam joked, feeling his heart beating fast again, and the slightest twitch under his pants. "She's always asking for details…"

"And that's Jade's prerogative… she's the reason that we have such a delicate balance between the four of us. Our square…" Freddie whispered the word as he drew the shape with his finger on her back. "I'm not sure how they would feel if we shared something with Carly."

"How _they_ would feel?" the blonde arched an eyebrow again, trying to get closer, knowing it would never be close enough as she looked into his eyes. "So does that mean _you're_ up for it?"

"I didn't mean… well… no… yes…" He blew out a breath through his nose and sighed, searching for the right way to respond to this. "At any other time in my life, I would jump at the chance because I loved her so much and wanted to share that love with her, but… yeah, things change. I won't screw up this incredible situation by fooling around outside of it."

"Like I did, right?" Sam's eyes narrowed. "I know the deal, and I broke it last night. You gonna tell them?

"Not my thing to tell…" he said flatly, feeling her tensing up. If Sam was a rattlesnake, this would be the moment, tail ringing out, preparing to strike. It only took one wrong move. "You and Carly have had a close friendship, and I think they would understand. But you should be the one to say something."

Sam just stared at him, both aware of how hard the other person's heart was beating, knowing that this was a bigger deal than what Sam wanted to think it was, and that this was supposed to special and there was no one more worthy of his attention, outside their square, than Carly Shay.

"Look… I'm not asking for this to be a regular thing—I mean… Carly isn't," Sam was quick to point out, but she couldn't help wondering in the back of her mind that maybe Carly would want something to happen on a more regular basis while they were still all together, and that she might as well. "We are the three. We were iCarly. We have all this history. Doesn't it make sense that we would share this too? I don't think that's a huge request."

"I know you're not really asking for the impossible, but… what we have—what we all have- is based on an extraordinary amount of trust, that shouldn't work, but somehow against all odds right now, it's working. Even if I was willing to do that, I don't know how doing anything like that with Carly would affect any of that. I don't want to do anything to jeopardize my relationship with Jade and Tori… or with you."

"So you've said…" Sam softly smiled, giving him a surprisingly supportive smile and replied, "Yeah, I get that. Though there's no jeopardy for me. You don't want to rock the boat, but… maybe you should think about it?"

"Sam…" Freddie went silent as he did think of such a possibility, his mind recalling a number of different fantasies he had regarding being with Carly for years. He finally uttered after much consideration, but the reservation still heavy in his voice, "If, and I mean _if_ , this was going to happen… we'd have to check with Jade and Tori first. I'm not going to betray them… I wouldn't think you'd want to betray anything you have going on with them…"

"Yeah…" His mention of her potentially jeopardizing her relationship with Jade—something she was still processing and hadn't come clean with her—sent a shiver through her, one he had to notice. Tori was more distant, and she wasn't as concerned, but somehow telling Jade, having to go to her like a dog with its tail between its legs, just made her squirm.

"Are you alright?" he pulled her closer and looked into her deep eyes, searching for her pain so he could extract it all away. "Is everything ok?"

She put on a cocky smile and replied, "Yeah, I'm fine and you're right, we'd have to check with them." She rested her head back on his shoulders to enjoy what little time they had left before his mother arrived.

Silently cuddling, they let their minds drift on the prospect of sharing a night with Carly, each weighing the pros and cons and how it could ultimately impact their relationship with each other and the other ladies in their respective lives. Not to mention Carly as this would be her 'first.'

Unfortunately, the time wasn't long enough to mentally debate as Freddie noticed the screen on the security pad by his door to see his mother arriving home. He snorted out a soft breath and pointed to the screen. "Shit…"

"Guess that's my cue… and for the record, I fucking haaaate your mom…" Sam rolled her eyes and stifled a groan then placed a quick kiss on his cheek before sitting up, and then grabbed his semi through his pants. "Next time… we are gonna make time…"

"Next time, you might have to share…" he said with a grin, and she raised an eyebrow, slipping out of the bed. She headed for the window for the fire escape, passing a look over her right shoulder before exiting the bedroom. "I love you…"

"I know…" she winked, and headed out.

"Damn, I love her…" Once the door was shut, he let out another sigh, trying to expel all the doubts he felt. He got up to follow her and greet his mother, giving Sam the chance to slip out of the apartment and back to Carly's.

* * *

"I got a bad feeling about this…"

It took a while for Freddie to handle his mother, going through all of the greetings and needing to tell her about his day (leaving out some pretty key details) but after nearly an hour, he was alone in his room once more. He reached over to his phone, then typed off a quick message to Jade then patiently waited for her to reply, not knowing whether she was available.

- _Are you free to Pearchat right now?_

He didn't believe she had any rehearsals this afternoon since she had left early for her audition, but with his crazy schedule and trying to keep track of what three girls were doing outside of school, it could have easily slipped his mind. Not to mention the Carly-based fog that was making things even harder to think clearly on.

It took no time, luckily, for the little bubbles to pop up that she was writing back and he held his breath.

 _-For you, Freddie Benson… Always._

No time to waste, he thought to himself and pulled up the video messaging service and settled onto his bed to look into his love's eyes.

After just one ring, the other end of the phone picked up, revealing his gorgeous girlfriend sitting up in her own bed. "Someone's eager…"

"Hello beautiful," he managed and while he was sure she got those kinds of compliments and probably catcalls from people, he felt good knowing that the slight blush was something unique for him.

"Hey…" He could feel the warmth of her smile even on the other end as she answered, "you have no idea… how much I've been missing you…"

"Me too…" he sighed, almost regretting the video option as it just made the desire to touch her even greater. "How did your audition go?"

"Mmm…" she licked her red lips with the kind of faux sincerity she tended to show him, trying not to come across as conceited. "I think it went really well. I hit my lines, my marks, and I wasn't nervous at all."

"I wouldn't think you would be. You're a professional." Freddie knew this should remain about her audition, but he couldn't deny that his heart sped up when he looked into her eyes. She truly was perfection. "I wouldn't be surprised if you were just a little bored with how easy it all comes to you at this point."

"Well, I don't know about that…" There was a pause on her end, clearly thinking on something but there was a toothy smirk that betrayed her true feelings. "It didn't hurt that I had someone not only competent to audition against, but an actual professional—one you happen to know quite well actually."

"Me?" Freddie cocked an eyebrow and smirked as he answered, "I would? I don't know anybody down in LA except you, Tori, and Cat… So who might this be?"

"You know that little superheroine show you enjoy?" her eyebrow raised, prepped to gauge his reaction to the reveal. "The one with the lightning girl?"

"What?" Freddie knotted his brow and asked, "Are you talking about… Voltage? What about it?"

"Yeah, Voltage…" Jade stared, wondering if the gears in his mind were starting up like the ones in hers when she found a surprising friendship in the blonde. "That's the girl who I auditioned with. Liv-"

"Rooney?!" The Seattle teen's brow rose and questioned, trying not to get too excited in case this was part of Jade's 'questionable' sense of humor. "You're kidding?"

"Not in the slightest…" He heard a soft, teasing laugh, "It was Liv. Blonde, fit body with nice curves, big kissable lips…"

"Now I know you're just making fun of me…" he shook his head, pointing to the poster and shifting the phone toward it, where a spandex-strapped Liv Rooney looked down on the city, and by proxy, him. "You're just going off of a poster."

"I swear… Scout's honor…"

"I didn't know you were a scout…"

"I wasn't…" the dark haired beauty grinned fiendishly. "But a girl down the street from the school is, and let's just say she came up a uniform and few dozen cookie boxes short that year…"

"Ha…" he laughed, seeing her smile and he hated how much he wanted to hold her and capture that smile in his own. "I guess I should have known that kid Jade West would be just as wild as her current form..."

"Kid?" Jade scoffed. "I did that last year… bet the uniform will fit though… could be a little tight though… might need some help getting out of it…"

"You are a temptress…" he teased, though only half joking as the image of her in, really, any kind of outfit or uniform was incredibly sexy. "But anyway, I guess I have to ask… is Liv… you know… cool?"

"Is she cool?" the pale girl repeated, still subtly mocking him for being a touch starstruck. But the game had gone on long enough. "Yeah… she was pretty cool. Nice to talk to. We had lunch."

"Ugh… my life is literally meaningless compared to yours…"

"Don't play that shit…" Jade quickly cut him off, not abiding any negativity that he could have about himself. He was her perfect mate and nothing would change that. "I'm sure you're doing some real juggling dealing with both Sam and Carly after that Fred 'D'."

"You're ridiculous," he tried not to break at her incredibly dumb, and inappropriate joke, but it was no use, once his lover started making faces into the camera. This was what he loved so much about her. He could be goofy and their walls just naturally disappeared when they had a moment. Which was why the next part was really going to suck. "Not to move away from how your audition went, because that's what's important, but I do need to talk to you about something."

Jade tightened her smile, feeling her stomach knot up, but cocked her left eyebrow to try to show she was relaxed. "Okay, what is it?"

Freddie let out a sigh through his nose then explained, "It's about Carly… She and Sam got talking and well, according to Sam, some feelings may have rekindled with Carly. She ah… kind of regrets that we didn't get a chance to be intimate when we were together and now that she knows that Sam and I were intimate when we were together… and that Sam's sharing me with you… I think she's hoping that perhaps we could have our chance for a night."

The raven haired teen remained silent for several moments, studying Freddie's expression. She could see that he was clearly torn about the conversation, and if she could see his hands, she was positive they would be wringing and fidgeting, nervous about how all this could play out.

"Just so we are on the same page…" She looked him straight in the eyes and cautiously asked, "… are you asking my permission to be with Carly?"

"No… well… I don't…" Freddie paused, still wrestling with feelings on the matter, then answered honestly, "I'm… I'm just telling you what's going on. You know Carly was my first love and that I did have a long distance relationship, though fairly short, with her before you and I… met. I never hid that from you."

"Right…"

"Would it be… 'nice'—is nice even the word for it? To experience that… moment? That experience with my first love? Honestly…" he took a deep breath, rolling his eyes feeling like every word was a click on Minesweeper, fearing the wrong step and it all coming crashing down, "… I don't know but I think… maybe yes, but that pales in comparison to what I have right now—this extraordinary, unbelievable thing we share. I'm faithful to you and Tori. And Sam. You never have to question that and I don't want to-"

"Stop…" Jade took a breath and contemplated this new wrinkle in their relationship. She knew he was right about everything he said and that is what she felt may have made things more difficult… and somehow easier. With Carly involved, there was now something different in the mix. She was almost ashamed that her first thought was about how she could fit Liv into things now. The former webstar was a significant factor in his past and Liv had begun haunting her present, so maybe this would work out. She thought of the obvious solution to this new development and replied in a surprisingly cool and calm voice, "I think you should do it."

"What?" Freddie questioned with a double take. "Jade, I think-"

"I'm serious…" Jade nodded along and repeated more slowly, "I said you should go through with it."

"Why?"

"Besides the fact that I want you to be happy?" she teased even if she didn't fully feel the lighthearted emotion. "And I think that you two could have a good experience rediscovering everything."

"I get that… but…" Freddie gently retorted, "I want you to be happy too, but that doesn't mean I'd want you to have a night with Beck while I was gone."

"That's not funny," Jade was quick to point out with a slightly perturbed expression. "That's the last thing anyone needs."

"You know what I mean," Freddie retorted, giving her a look not to get riled up. "Getting another chance to be with your first love and hope you could feel all those things you did with them the first time?"

"Not as an apt analogy as you think because the sex sucked in retrospect and the feelings…" Jade shook her head and clenched her jaw, "… well, it's not like you and Carly…"

"There are some feelings there, and we both know it…" the former tech producer was once again slipping through the Jade West minefield, which might as well been in the shape of Beck's face. "Negative feelings are still feelings, baby… where you still resent him and haven't actually settled anything with him?"

"Hey, that's not my faul—"

"And I'm not blaming you," he was quick to interrupt. "I'm just saying that this anger and this darkness you feel… you don't have to feel it."

There was a poignant pause between them, Jade annoyed with bringing up Beck, but feeling the reassurance of his words that she was the one he supported and urged to not carry all the blame for what happened in her relationship with the future actor.

"Maybe…" Jade was the one to finally break the silence. "Listen, maybe you need to do this to close that chapter in your life? You know? You'll never have to deal with that 'What if?' hanging over your head, especially since you were actually with her and didn't get to share that."

"Really?" Freddie knotted his brow and countered with a slightly raised voice in surprise, "You think I would carry some regret over my head for the rest of my life? That I wouldn't be completely satisfied with what I have with you and Tori… and whatever this thing with Sam is at the moment? I think I'm the one that's been insulted."

"No… I don't think that at all…" Jade shook her head and replied, "You've made me come to see that any regret that I may have had with Beck, the things that happened before I met you and Sam, and finally admitting my feelings about Tori pales in comparison to what I have with you and Tori and…"

She trailed off, not ready to completely put into words what she felt and how she wanted Sam to be a part of their lives.

"The point is, Freddie…" she continued, her mind now filled with two blondes, "…it would be the same for you. I'm just thinking… you'd get your answer what it would be like… and appreciate what you have now?"

"Oh, I very much appreciate what I have…" The Seattle teen softly smirked and cocked an eyebrow. He questioned with a lighter tone, feeling a momentarily reprieved of the weighty emotions on them, "Do I hear your competitiveness coming out?"

"Maybe… maybe I'm selfish and want you to compare the real thing to me, rather than some fantasy that you might subconsciously carry about her for the rest of your life." The pale girl bit her lip for a moment as she stared into the deep brown orbs of her love, feeling more and more confident about her relationship by the moment. "Don't want to compete against a ghost, do I?"

"I don't compete with Beck…" he fired back with a slight grin and a raised eyebrow, catching the slight flinch when he said the name, "… so you shouldn't have to compete with her memory."

"Freddie…" she grinned, flashing those gorgeous white teeth, with an air of pink coming to her cheeks, eyebrow slowly raising, showing that the 'goddess' was emerging. "You did compete with Beck. You were only my second and I couldn't help but compare. It took five minutes for you to beat every moment of foreplay he and I ever shared. And once you… joined me… that crushed every single moment I had ever spent with Beck. One day, and that's how I knew… you were the one… and I was absolutely positive when you took me against my bedroom wall and we finished in my chair over there."

"That was… really something…" Freddie slightly bowed his head and smirked, the memory of that night and the following morning being quite dear to him. "There is one other issue though… what about Tori? Even if I have your 'blessing' on it, I can't see Tori approving of this, especially with her possessive streak. Bringing Sam in honestly felt like a breakup for her."

"Don't worry about her, baby…" Jade confidently assured him, "I can handle Tori. I'll have her see what's going on. And soon, she'll be back to the submissive little lapdog she's become for you…"

"I'm still a little unsure about that…" Freddie sat quietly, watching Jade's face turn, moving between the 'sex goddess' that turned his world upside down, and the real woman who hid behind all the masks. "It's hot and it clearly works for us, but with her inexperience and her people pleasing nature… I'm-"

"It's fucking hot, baby…" Jade said, bringing her finger up to her ruby lips. "I love hearing about it and watching her struggle. She misses you a lot you know."

"I know… the moment I get back, she's my priority…" he said with a soft nod, though immediately saw that this news wasn't exactly stellar for his current conversation partner. "You know what I mean… you're coming up in a few weeks… then a few weeks later, I'll be back down."

"No I get it…" she huffed, feigning true sadness at the upcoming 'betrayal.' "You want some super tight Vega vag…"

"Jade… come on…" the former tech producer rolled his eyes, though having said 'come,' Jade was sure to make some comment with a turn of phrase. "I'm just trying to be fair to my girls… I'm sure you're a little jealous that I've had Sam to myself, aren't you?"

"What?!" Jade scoffed and shook her head quickly. "Not even close to the same thing. That gank is just gutter trash with an emotional link. That's all."

"You know I've read your texts with her too, right?"

"Fuck…" the goth grunted, a grin growing as the pink in her cheeks spread as well, knowing that she'd been exposed a little. "Whatever, still not the same… but fine…"

"You know… we've been talking about other people this whole time?" he asked, slowly getting more comfortable, hoping that they could 'play' a little bit, the rest of the world be damned. "I wanna talk about Jade West. I wanna know all about her…"

"Oh you do, do you?" No matter how hard she tried to put up a hard wall of sarcasm and cynicism, there was just something about him that reduced her to giggling, excited girl. "Well, the first thing you should know… is that I had to toss my bra as soon as I got home… and that I'm feeling super hot… and lonely… and-"

"FRRRREDDDDDDIEEEEE! DINNNNNNNERRRRR!"

"… and that was your mom, wasn't it?"

"Yeah…" Begrudgingly, Freddie could do little more than nod, hating his mother with every fiber of his being, getting so close to seeing Jade's flawless form. "Guess we'll have to pick this up another day."

"Eh… I might have a workaround…"

"You always do, baby…" he grinned and bit his lip, looking into her gorgeous eyes, wishing he could touch her face and kiss those plump lips. "Text later. Love you."

"Love you too, Freddie…" she sighed, kissing the air before the screen went blank, ending the call.

* * *

 **West Residence**

Tori arrived at Jade's place a little after six and was immediately allowed inside by Mrs. West, happy that the brunette and her daughter had apparently resolved their conflicts. The aspiring pop star, bag in hand, headed upstairs to Jade's room and knocked on the door, immediately hearing Jade call out.

"I'm not interested in anything you're selling."

"Umm…" Tori smirked and rolled her eyes then replied, "It's me Jade."

"Then what are you waiting for?" Jade sarcastically, but playfully answered. "I hope you don't expect me to purchase time with you? There's a word for that, you know…"

"Sometimes... I wonder why I even try…" Tori shook her head then opened the door, slipping inside. She saw Jade sitting on her bed crosslegged with a tank top on and sleeping shorts riding up high on her thighs, reminding her of a pretty good reason she 'tried' with the mean girl. She had her laptop in front of her and some papers next to it, apparently working on some homework to catch up for leaving school early for the audition. "You busy?"

"Something like that…"

"Gotcha…" Tori dropped her bag in one of the seats then slipped onto the bed to sit across from her, a bright smile on her face, though Jade seemed more than a little distracted. "So, you had a nice day? I assume the audition went well? I know you said you were hanging out with your audition partner after it?"

"Honestly…" Jade replied with an embarrassing smile, "It went fine—better than fine I think… and yeah, sorry about skipping out. She was pretty friendly and asked if I wanted to grab something to eat or have a drink. I thought it would be rude to turn her down, especially with how well she acted with me. Don't want to alienate a future costar."

"You being rude? I could never fathom such a thing…" the sweet brunette teased with a big grin, shaking her head in faux disbelief. "Who are you and what have you done with Jade?"

"Not sure I like this sass from you, Miss Vega…" Jade sighed and rolled her eyes before meeting her brunette girlfriend's gaze. "You know… I'm not rude to everyone just to be rude to them. I get along fine with a lot of people at school, don't I?"

"Do you really want me to answer that, Jade?" Tori fired back, looking her girlfriend in the eyes as her hand slowly snaked over Jade's. The pale hand jerked for a moment, but then allowed itself to be taken over with the tanned digits wrapping around it. "I know you're nice on the inside. I'm just teasing you a bit… so… audition went well and you're getting along with your possible costar already? Sounds like a good day."

"It was…" She started smirking as she continued, still seeing the platinum blonde tresses framing a cute face with incredibly kissable lips in her mind's eye, "…and the director… he, ah… he was the same one you had to take that fall for. He still thinks you're a stuntwoman."

"Ugh… please don't remind me…" Tori put on an embarrassed expression and glanced down at her lap. "I still can't believe Beck did that for-"

"One good deed doesn't absolve all the other shit…" Jade was quick to shut the conversation down, hearing more than enough of her ex's name for one day. "Anyway, yeah, it went well and my potential costar, she's a real actress… she basically played you very well for a couple years…"

"Wait… me?" The brunette lifted her head and knotted her brow. "What?"

"Liv Rooney…" Jade rattled off, as if Tori was supposed to know who that was instantly, but given the lost look in the brunette's eyes, she probably needed to list off her IMDB highlights. "She played in that show about a performing arts boarding school basically playing you and she did that sci-fi movie about a space werewolf and now plays in that superheroine show that Freddie likes… she's got quite the résumé."

"I guess I never really thought of her as… 'me' when I watched it," the aspiring pop star muttered, thinking on the episodes of the show she had caught. "Always seemed more like 'High School Musical' than anything about us."

"That's because you're essentially a Disney character…" Jade picked up her phone and pulled up a picture they had taken together at Nozu's then showed the phone to the brunette. "But then again… she seems like one too."

Tori's eyes went a little wide as she answered before seeing the picture, "Wow, that's impressive." She took an extra second to look at the picture, noticing that the blonde looked cute, but more importantly that Jade looked genuinely happy in the picture, and there was a slight gleam in her eye that was hard to ignore.

"So… she made an impression on you, I guess?"

"Surprisingly… she just…" Jade sat the phone down next to the laptop and replied, "Yeah… she did. You'd like her. She's sweet and bubbly and smart and really talented. She reminds me a lot of Cat, but… not…" She sighed, not exactly sure how to continue. "She's…"

"Jade…" The sweet brunette immediately noticed the shift in Jade's demeanor and asked in concern, "What's wrong?"

"Nothing… it's just the weirdest thing." The usually mean girl took a few seconds to gather her thoughts. "She's bubbly and happy and should grate on my nerves like Cat does sometimes with her behavior, but… she doesn't. I… I hate everyone I meet… but I didn't feel it for a second with her."

"So, what was different? Why didn't she get on your nerves? Maybe you're just getting more… understanding?" Tori added with a hopeful tone, optimistic that Jade continued to grow and be at peace with herself as their relationship blossomed. "Maybe some of me and Freddie are rubbing off on you?"

"Is congeniality sexually transmitted?" Jade sighed again with a half smirk at the joke, and a piece of her certainly hoped that was the case. "Maybe I am? But maybe… I guess… because she's clearly intelligent—maybe even Freddie level intelligent—and quite talented. Hell, she's our age and she already has two successful shows under her belt—one she's filming while she goes to a regular high school—and a major movie. She's definitely not what I expected when I met her, but… that's not just it."

"It's not?" Tori felt a twist growing inside her stomach, as she seemed to be catching on a bit faster than Jade about what these emotions were. There are few things worse than having to wait for someone you love to realize they are in love with someone else. "What do you think it is?"

"There was this moment…" the raven haired hopeful actress replied with an anxious tone, "… when she realized who I was, she said she really admired me for stepping aside when Mason wanted me to replace you at the PMAs… she said she was embarrassed to admit that maybe she wasn't sure if she would… have the same moral courage to do the same… deny the temptation of doing the same thing and if you had met her, you couldn't believe she wouldn't. She just has that vibe of… goodness."

"Do you think you're not good?"

"I've never…"Jade paused for a moment, clearly getting lost in her own thoughts then muttered, "… but she said she admired me for it…"

"You are admirable…" Tori softly smiled to her love, seeing that the praise from a complete stranger had such a positive effect on her, no matter what the consequences were for the relationship. She reached over to palm over Jade's left hand and voiced, "Well, if you get the part and she gets the part, you can introduce me to her. I think we'd get along fine."

"Oh, you'll meet her… because at some point when she's back in town and Freddie's here, I have to introduce her to him." Her smirk grew as her eyes lit up. "We can't deny Freddie a chance to meet the star of one of his favorite shows, can we?"

She softly started laughing and Tori soon joined her, seeing that apparently meeting the fellow young actress had an effect on her. Tori's mouth was a smile, but her heart was beating fast and her brain felt a bit of urgency. "I guess not…"

"I talked to Freddie, and spent the whole time talking about other people…" Jade suddenly said, moving her laptop to the side to get closer to the brunette, hoping to feel an ounce of what she wanted to physically feel from her long distance lover. "I don't want to do that today…"

"I don't think I can argue with that…" Tori grinned, leaning in pressing her lips to Jade. The slight minty flavor was always like coming home for Tori. The kisses always made her feel happy and giddy for more and more of Jade, hoping to envelop her. Scooting closer and wrapping her arms around the pale girl, Tori smiled into the kisses, "It's not fair how good you taste… and smell… and feel…"

"Speak for yourself, Vega…" she whispered back, her delicate, yet focused fingers trailed over Tori's stomach and up her sides, getting a good feel, like a spider sizing up her prey. "Guess I didn't realize how much I needed my Tori-time today…"

"You are so amazing…" Tori breathed, moving her lips to Jade's milky neck flesh, planting soft kisses up and down her jawline and throat. "I want you… all day… all to myself… every class… every day… the first girl I ever kissed… ever touched…"

And in the blink of an eye, Jade went rigid. Her breathing became a bit more erratic and Tori's teasing seemed like it was doing nothing. Like kissing a statue. The youngest Vega pulled back and looked into Jade's semi-vacant eyes, and could clearly see some kind of turmoil in them.

"What's wrong, Jade?"

"I…" Jade took a few soft breaths, keeping her eyes on the door to the room, knowing she could start crying if she looked into Tori's sweet eyes. "It's… it's just…"

"Did I say something wrong?" the Latina was quick to apologize, grabbing Jade's hands in hers and trying her best to look Jade in those gorgeous ocean blue orbs. "Whatever it is, I'm sorry… and we can talk about it. I promise-"

"Carly wants to… wants a chance with Freddie…"

"Oh…" the brunette might as well have been a balloon running into a pin with the speed at which she deflated. She had never met Carly… though neither had Jade to her knowledge. This whole triangle/square thing was difficult enough with trying to trust and balance things, but having yet another person added to his bedpost made her almost as queasy as seeing Liv's effects on Jade. "Wow…"

"I'm still processing it…" the pale girl said blankly, bringing her eyes to Tori's and while there was a little shimmering, no tears had truly formed just yet. "I told him to go for it… so he could get to experience what they didn't get to do when they were together. Apparently now that she's back, the separation may have stirred some feelings for her, and more than some in her."

"So if you're so worried…" Tori started, tucking a bit of hair behind the emotional girl's ear, inching closer, desperate to make Jade feel all the warmth she could provide, "… why tell him to do it?"

"How could I not?" Jade spat out, jerking slightly away from Tori's embrace, but the tanned girl was not letting her get away that easy and just held tighter, needing Jade to know that she was there for her no matter what. "Carly was his first love… you know he nearly died for her, right? Taco truck could have killed him… my one true love… and it was all for her. He changed my life and made me so much happier than I ever imagined… I want him to have everything he could ever want… and if that's Carly… just for now… I owe it to him, right? To have someone he would move heaven and earth to save?"

"Jade…" the Latina began, feeling the pale beauty's heart beating so fast and her breath hitching in her rising, soft chest. She had no idea what to say. Carly was something new and different and unfamiliar to either one of them. All they had were Freddie's stories about her… which were all good… and seemingly called upon fondly. Tori felt more scared of Sam's presence in things than someone like Carly (maybe because she didn't seem as pretty, but that felt really shallow). Sam was up there, spending as many nights with him as she could, and Tori felt jealous every night she knew he wasn't alone and she sadly was. But Sam was a good person, and she'd… felt her… so that meant something. And when the truth hit the brunette, she could have pinched herself for not seeing the real crisis Jade was having sooner. "You know he'd do the same for you, right?"

"Really?" the mean girl heaved, a bit of tension, exiting her form with the words. "You think he would risk his life to save me like her?"

"Jade… it's Freddie…" Tori said, with a confident and sweet smile, caressing Jade's cheek and looking into her eyes, savoring the thoughts of their shared beau. "He would risk his life just to get you some ice cream if you asked."

"He would, wouldn't he?" Jade started to grin, letting her body relax into Tori's grasp, then press her face into the tanned neck. "I just love him so much…"

"Me too…" the aspiring pop star started planting kisses along Jade's forehead once more, hoping that this would be enough to ease the goth's heavy emotions. She pulled Jade's face up for a moment so that she could tell her former bully her own deepest truth. "Just like I love you so much…"

"Vega…" Jade began, instantly feeling Tori's lips take hers over, savoring for nearly a minute before the tongues got involved and this took its next logical step. "I don't deserve you, Tori Vega… ever my angel…"

"My goddess…" Tori grinned into the kisses, throwing Freddie's nickname to her, grinding her fully dressed body into Jade's vulnerable form, never wanting this raw emotion between their make out to end. "Don't worry about Carly… or Sam… just think about us…"

"Can I… can I tell you something, Vega?" Jade's exposed nerves were back and while this wasn't a look of sadness, it was a look of confusion. Tori couldn't help but nod to learn more, unsure if her heart could take any further drama. "It's about Sam…"

"Of course… do you think letting him…" Tori took a deep breath; now it was her turn to play against the minefield of words, as Sam never ceased to be a complicated subject for the hopeful actress. And for her now as well. She was more than willing to share Freddie with Jade, each of them offering a feeling of completion for her, especially when both were there, but Sam was… just different. "You know… letting them… do stuff was a bad idea?"

"Honestly… just the opposite, Vega…" Jade pulled back so that she could look Tori in the eye and gauge her reaction as Jade presented the plan that the triangle could officially become a square. "When I imagine our future together—you, me and Freddie—I start seeing Sam more and more. She's a part of it all."

"Why?" The Latina sat up onto her knees to try and read where Jade was going with this. "Because of how close she and Freddie are?

"A little, but…" Jade lazily shrugged a shoulder and replied, "… mostly because I love Freddie and I love you, but Sam… it's hard to separate her out. She has this aggression and fight in her that I just find myself drawn to. You and me… we would serve Freddie, giving him as good as he has given us… but Sam would fight for him. I think I would… but I know she… I _know_ Sam would be the one to move heaven and earth, kill whoever, wherever, to have him."

"Shouldn't that be… I don't know… a little worrisome for us?"

"I thought it would… the way she and I fight and go at it… some sort of competition to show who is more worthy…" Jade started letting her mind wander, reliving some of their fondest memories. "But Sam wants to be a part of this… this square… this future we are making. It's almost like we are some… I don't know… kingdom. The King, you, the holy princess, me the queen, and Sam… the knight."

"You could make me the bishop and we could be a chessboard…" Tori teased, doing her best not to let too many thoughts trouble her about Sam's role. Jade gave a little smirk and reached up to grab Tori to pull her back down. The Latina bit her lip and prepared to climb back on Jade's torso. "You wanna play?"

"Never been much for chess… but Freddie likes it." Jade said, licking her lips, and prepping herself to ignore everyone and everything else except Tori Vega for the rest of the night. "I do remember one thing though…"

"Oh yeah?"

"Yeah…" the goth girl hissed, pulling Tori tighter as her hands began moving all over Tori's supple jean-covered ass, before reaching in and cupping the flesh while the other hand moved unto the tanned girl's shirt to cup the bra-encased beauties. "The queen can go and do whatever she wants…"

"Mmmhmm…" Tori moaned, grinding herself against Jade's thigh, hoping that Jade would certainly take charge and play with her all night long. The Latina found herself giggling as the warmth spread through her. "Wherever… whenever you want, Jade… my queen…"

"You want me to make my move, Vega?" Jade asked, locking eyes with the finally comfortable brunette who simply bit her lip and nodded, her body responding so eagerly to the pale girl's touch. Grabbing her hips tightly, the former bully flipped them, pinning Tori against the bed, and before the aspiring pop star could even speak, Jade grabbed both her hands in one and raised them above her head. Slowly, she started suckling Tori's ear until she finally whispered. "Queen takes bishop…"

"Oh, goddd… take me…"

"That's the plan…" Jade kissed under the lobe, then started kissing down her strong jaw line, taking teasing licks with the tip of her tongue between the butterfly kisses until she reached her chin. She grinned wider as her supple lips finally met the brunette's gloss coated lips, starting off slowly then tilting her head to the right as she deepened the kiss. "Mmmhmm…"

"Mmmmmunnghhmmm…" Tori closed her eyes and moaned, surrendering to the kiss fairly quickly as her tongue was easily batted away in a one-sided duel. She wish she could have reached up and cupped Jade's cheeks as they kissed, but the raven haired teen kept her hands firmly placed over her head. Her breath felt like it was being stolen with then increased intensity of their kisses, devoured by the powerful, yet vulnerable, and calculating, yet emotional, former enemy. It was intense and passionate, yet, it was like time stood still for the young lovers- they weren't rushed or exchanged in frenzy. She felt her temperature begin to raise, especially with Jade's warm body lying across her, the soft, hidden, and notably larger breasts pressing down on her own supple chest. "J-Jade…"

"You have… mmhmm… no fucking right… to taste this good…" Jade braced herself on her knees, keeping one hand holding the brunette's wrists above her head while her right hand trailed down her side, brushing over the outside curvature of her breast then down the rest to her hip. Her hand brushed back up, her fingers catching up the hem of shirt and pulling it up with her hand's motion to reveal her smooth, tanned stomach. "… To feel this goddamn good…"

"Speak… for yourself…" Tori writhed, smiling against the panting mouth of her 'captor' wishing that she could truly grab her and ravage her with this same intensity. "You… you're amazing…"

"Enough compliments…" She scooted further down, stretching her arm out to hold Tori's wrists, but as she moved to bring her mouth to the tanned teen's smooth stomach, pulled the arms down with her so her wrists touched the top of her head. She started kissing in a zigzag pattern over the bronze skin, barely pressing her lips to it, but the contact was enough to send shivers through her body. "I want my actions… to show… everything…"

"Ok… you're the bo- AHHAHAHHEEEE!" Tori's entire mental process stopped short with her words when she reached the pop hopeful's bellybutton, grinning against it before giving it a raspberry. "Jade!"

"Told you… can't help myself, Vega…" Jade beamed just as much from pure happiness as the humor of watching Tori squirm under her and let out a loud laugh, surprised by the ticklish action, soon morphing into a subtle moan when Jade softly suckled over the small indentation and starting to run the tip of her tongue around in it. "Wish I had a little treat… chocolate syrup… whipped cream… to lick out of this cute little hole…"

"Unnnghh…" Tori couldn't even find the words to reply, just imagining letting her body be a serving tray for her lover like one of those sushi girls. "Anything… for you…"

"I think someone… is enjoying herself…" Jade paid attention to the navel for several more moments, kissing and licking in and around it before she started kissing her way back up the smooth stomach. She flicked out her tongue, lapping a bit at the skin between her kisses until she reached the underside of her bra cups. "I think… I want more… of you…"

The future rock start stopped and sat up and finished pushing the shirt up Tori's body, above her white bra encased breasts. She momentarily released the brunette's hands then took the hem of the shirt with both her hands and lifted up completely, pulling it from her arms and tossing it away. She smirked, pleased with the sight lying before her of the tanned teen in just her bra from the waist up, her breasts seemed to have grown just a little bit to fill out more of the push up bra.

"I'm thinking B cup might not be the best nickname anymore, Vega…" She wickedly smirked down at her for a moment and Tori returned with a bashful smile, feeling beyond comfortable even under Jade's hungry gaze. "These… look so perfect…"

"Probably just… the bra…" the Latina whispered, always feeling a bit torn when Jade examined her. The truth was that between exercise, a change in diet with Jade's snacks, and with Freddie's edging suggestions of rubbing her chest… she had seen a bit of a difference. Still a far reach from Jade's hefty orbs, the idea her body was growing, to the delight of her lover, made Tori feel much sexier. "But thank you…"

"Somehow… just _saying_ 'you're welcome' doesn't feel like enough…" Jade leaned back over her, bracing her hands on either side of Tori's torso and brought her lips to the brunette's mouth and shared another sweet and deepening kiss. The pair moaned into each other's mouths, getting lost in one another while the leading teen's hands started running up and down the sides of the brunette. "Think I should… show you… how fucking _… thankful_ I am… for you, Vega?"

"Mmmhmmm…" Tori nodded, surrendering so completely to whatever Jade wanted, ready to follow her 'queen' to the ends of the earth.

"That's good… really good…" She broke the kissing to start back down Tori's neck again, just revving up her engine more and more with butterfly kisses on her sensitive flesh. She eventually made her way down the neck and to the collarbone, shuffling down until her face was at the brunette's encased beauties. She sat up a bit and reached behind her back and between the mattress, undoing the hooks to the tight bra then pulling around and upward, freeing her of the garment. "Not a drip of boob sweat… I'm envious…"

"Well, I mean-"

"Shhhhh Vega…" She tossed the bra heedlessly away then retook Tori's wrists to keep them above her head and started kissing over the swell of her breasts, moving from the left over to the right then starts kissing over the front in a spiral fashion until she reaches the beyond taut chocolate nub. "I'm so hungry for you…"

Before Tori could even put together a response, the pale teen parted her lips and gently began suckling, looking up to see Tori's reaction.

"Uuaaahhh… Jade…" she sighed as her entire chest was tingling and she was feeling a growing dampness between her legs. "Please… don't… don't stop…

"I will… never… get enough… of you…" Jade smiled around the hardening nub, suckling for a few seconds before kissing around the nipple again then crossing back over to the other breast. She kissed along the underside of the left breast and went around the edge to get back to the nipple. She rapidly licked over it to help coax it to further hardness then latched onto it to aggressively suckling it, moaning over it and through the fleshy mound with glee. Pushing one side to ecstasy and the other to agony, desperate for more of the hot damp attention sent the tanned 'angel' to the very edge of Heaven. "So fucking good…"

"Jaaaaaadeeeeeeeeee"" Tori's legs squirmed behind Jade's ass, digging her heels into the bed and sighed louder and louder as her breasts tingled with attention. She was getting so hot and bothered, she wondered if she would actually explode before Jade even got between her legs. "It's so… I… please… unnghh…"

"What's that, Vega?" Jade smiled at hearing the brunette's whimpers, pausing between the rigid dark peaks, feeling her tremble under her body and pulling her composure apart. She would have loved to have 'tortured' her love a bit longer, but she couldn't have her go all gooey on her before she got to her main course. "I think there was a sentence there… but not quite sure…"

"I just…" Tori gasped, brought to the edge, but stopped just short of the fall. A month ago, she would have probably messed her jeans with excitement, but the edging suggestions Freddie was helping with seemed to prepare her body for moments like this. "You are… the best thing… that's ever happened to me, Jade…"

"Don't go getting too mushy on me… not yet at least…" She popped her lips off the tanned goose bump covered breast and started her zigzag pattern over the taut abdomen until she reached the waistband of the jeans. She released Tori's hands, but she wasn't concerned as the brunette wasn't going anywhere, and scooted down until she was kneeling between Tori's spread legs. She reached for her fly and popped the button then pulled down the fly, revealing the matching white panties that appeared to be a bit darker in the center. She licked her lips as she hooked her fingers over the waistband of the jeans and started tugging them down, shifting to one side then the other until they were halfway down her thighs. "I think sweet little Tori Vega got a little… excited… didn't she?"

"You…" the brunette replied, suddenly feeling like she was on trial, though there was truly nothing to be embarrassed about, and a look in Jade's eyes assured her that this was the opposite of a problem. "You have that effect…"

"I know… just like seeing your ass in these tight jeans… gets me going…" She kept Tori's legs trapped for the moment, playing up the idea that the queen was taking the bishop, then placed her hands on her hips. She brought her mouth to the light dampness at Tori's covered crotch and stuck her tongue out, starting from the bottom and took a long, broad lick over her center until she reached the hip hugging level waistband. "If I didn't already know what was underneath… I'd swear this pretty little pussy was too good to be true…"

"Unnnghh…" Tori shivered from the contact, the soft friction of the underwear against her flower enhancing the contact of Jade's tongue trying to reach her Venus. "Please… don't tease…"

"I told you… I can't… help… myself…" Jade repeated the licks several more times, punctuating her words, dampening the crotch further with her attentive licks that were causing the future pop star to shiver more and more with anticipation. "Can't… get… enough…"

"JADE…. III…" Tori nearly screamed, gripping the surprisingly strong fingers of the imprisoning pale hand. "I'm gonna… gonna…"

"Ruin these cute little panties?" After the sixth or seventh lick, she blew a hot breath on the dampness, causing Tori to whimper a bit, then picked up where she left off scooting back on her knees to finish pulling the jeans down her legs to her ankles lifted her legs. She pulled the denim off and tossed it to the floor beside them. "You're saying… if I keep going… I'm gonna have to… rip cum-soaked panties… off your precious little cunt?"

"No… yes… I…" Tori writhed, trying her best to think clearly, nearly hypnotized by the enchanting blue eyes of her dominating lover. "Your lips… your mouth… tongue… I don't… not on fabric… My… I want to cum… with you… nothing in between…"

"Oh Vega… now that… that is beautiful…" She teased with a wicked smile as she sat up, resting her ass on her heels, "Mmmm… Bishop is falling to the Queen very nicely…"

"For you…" the quivering tanned teen whispered, biting her lips slightly. "Every moment… of every day…"

"Better not disappoint then, should I…" The darker haired teen hooked her thumbs over the waistband of the hip-hugging panties, then started pulling them down over her waist, then her shapely, yet tight ass, then down her supple, flawless thighs. The mere feeling of the sticky fabric pulling from her flesh sent a small shiver through her. Jade lifted Tori's legs to rest on her chest for a moment as she finished pulling the underwear up to her ankles then pulling them off. "Now that's how you were meant to be, Vega… naked… waiting… so wet… so perfect…"

"Please… I need you… Jade… queen… goddess…"

"So eager…" Jade finished as she lowered Tori's legs to either side of her and spread them, revealing the lithe teen's beautiful and damp flower. She leaned forward again, pulling her knees out from under her to lie on her stomach. She winked at the future pop star then started placing soft, delicate kisses up Tori's left inner thigh. "The scent is so intoxicating… sweet… kinda like my favorite flower meeting my favorite drink…"

"I'm going to scream…" Tori was whimpering up a storm as Jade was sexually pulling her apart with all the dedicated teasing and she thought she just might explode before her love even reached her womanhood. "Touch me… taste me… please… I'll do any-"

"Yeah… nice and flowery…" Jade stopped just before she reached Tori's pink and glistening sex, skipping over it and starting to trail her lips and flicking tongue down her inner right thigh. She glanced upward as she stopped midway down the brunette's thigh. She wickedly smile then began suckling, making wet noises that soon filled the room more than Tori's upticked breathing. "This little hair patch growing… my own little 'bush daisy' to play with… maybe mark my territory here…"

"Do whatever you want… just please… I… wait…" Tori partially sat up, bracing herself on her elbows, huffing for breath with her soft chest rising and falling, her cheeks flushed and she was beginning to lightly sweat even if she had just been lying there. She realized what Jade was potentially doing, but wasn't sure if she was going to go through with it. Yeah, it was in a fairly hidden place that no one would see… unless one of her skirts road up a little… She quickly muttered, "Jade… you're not…"

"Going for a hickey?" The raven haired teen popped her mouth off of the skin and teased, "Just kidding… weather is getting warmer and as hot as you look in your tight jeans, you'll be wearing those short shorts… and loose little skirts soon, at least, I hope so… so… no… no marks here yet…"

"That's… goooooddddd…" The aspiring pop singer let out a sigh of relief as Jade started kissing back up Tori's thigh, then a softer moan as Jade's lips traveled up her skin. She reached the brunette's flower again and slipped her arms under her thighs then reached up to palm over the lovely tanned orbs, squeezing the still-aching peaks between the knuckles of her fingers. "Unnngh… no more… teasing… I can't… take it…"

"You've been so patient, Vega…" She passed Tori one last smile and wink then gently started massaging the handful of fleshy mounds and taking broad licks of the sweet flower between her words. "Here's… your… reward…"

"Oh shhhiiiiiiiiiiiiitttt…" Tori's eyes went wide and let out a long, high pitch moan. She shivered from the contact, no more like trembled. She was so worked up, she wasn't sure how long she would last with the attention before she snapped like a rubber band. Her chest was already heaving, her lips parted with the tip of her tongue hanging out and eyes starting to roll back. Her hands started toward Jade's head, but fearing 'interference' could affect her lover, she wove her hands with Jade's on her chest, gripping her flesh tighter for some semblance of relief. "Ohmygoddddd… ssssooo… s-sssoooo… aaiighhh…"

"Mmmhhhhmmnnmm…" Jade smiled into Tori's hoping as she practically French kissed it, tilting her head from one side to the other, working her tongue deep inside with the kiss. Her hands were busy massaging the tanned flesh, pushing it together then relaxing it then simply kneading it a bit, gripping tighter as Tori assisted. Her fingertips and thumbs found the hardened chocolate nubs and started rolling them like dials to an old radio dial, tuning into just the right frequency for her lover's bliss. "Nnnghhhmmmmnghhh…"

"Yessssss yesss… just like… just like thatttttt…" The brunette's heels started digging into the sheet as she squirmed and huffed and mewed, racing to her release barely more intelligible than her gorging girlfriend. "Uaahhh… auuggghhh… Jade… uuuaahhh… I'm…"

"That's _Queen_ to you… my Bishop…" Jade popped her mouth off Tori for the briefest of moments to tease with a wicked smile, before rapidly jabbing her tongue against the revealed love button. She quickly mouthed back over Tori's opening and swirled all around, lapping at the petals then slipping her muscle back into the folds. She swirled inside as you pulled a soft vacuum over her opening, suckling and moaning, eager for the sacred nectar that would come soon. "Mmmpphmmppphhmmm…"

"Shhhhittting shitfffuhhh…" Tori was coming apart, causing her to arch and push the back of her head into the pillow, hand rushing to pull her hair to balance the pleasure, and pushing her chest more into Jade's massaging hands. "Uuaahh… auuu… nnnnaahhhh… JJJJaadddddeee… Q-Queeeennnnuuuuaahhhh…"

The whimpering and moaning was music to Jade's ears and it just drove her to finish the future pop princess off. She started humming as she swirled her tongue in random patterns over the petals for a few more seconds then turned the tip of her tongue over the swollen love button for a few darting swipes, the vibrations feeling like actual earthquakes for the Latina.

"Aiiighhh Aighh… Ja… Que… Unnnghhh…" The brunette squirming and huffing, visibly ready to explode and that is when Jade gently wrapped her lips around the bundle of nerves and gently suckled from it while her fingertips tenderly tweak the Hershey kiss tips. "I-I'm gonna… g-g-gonna ccccummmm…"

"Cum for me…" Jade practically growled, amping her actions up to eleven for the next few seconds, sucking the exposed clit, tweaking the nipples, and moaning against the sensitive flesh, pushing the sweet and well-mannered young woman into a metaphorical hurricane of pleasure.

"AAAIIGGGGHHHHHH!" Tori had to quickly cover her mouth with both of her hands to muffle the roar of pleasure she let out, bucking on the bed as the tension finally snapped. Her limbs tingled with sensation and the explosion of pleasure between her legs traveling through her body and up her spine to flood her brain. Her hips rotated and rolled, grinding her flower to Jade's mouth and released a trickle more of her sweet nectar that the raven haired teen eagerly lapped up. The sensations overwhelmed her brain, turning it into mush and caused her to momentarily break from reality.

In a flash of white, Tori could see the future, both in stylish, but low key wedding dresses, after making their union official, undressing and making love as true partners. Ring-laden hands entwined as they feast on one another's body, both beaming with smiles, whispering the sweetest of nothings into each other's ears. She knew it wasn't real… not yet, at least… but her heartbeat responding to the powerful image was more than real.

"I've got you, Vega…"

Jade's voice snapped her out for a moment and she started to come back down to earth. After several more seconds of her body going into near seizure, she collapsed upon the bed and heaved for breath, dropping her hands away from her mouth. Her soft, plump chest covered in goose bumps and faintest shine of perspiration rose and fell with each breath.

"Just gonna take it easy…" Jade carefully lapped at her opening, swiping up one petal then the other then all around to make sure she didn't miss a drop and properly clean her love. She took her time, not rushing to force Tori along in her afterglow, just making sure she did a thorough job cleaning, both physically and emotionally. The brunette did shiver a few times from the aftershocks and Jade's lips and tongue hitting a few spots that were a bit too sensitive. "Oh Vega… so fucking good…"

"I've… I've never had a… an orgasm… that felt like that…" Tori managed, her breath still trapped in her chest. "Just so overtaken… I'm still… I'm just trying to process that feeling…"

"Oh yeah?" Once the gothic teen finally finished, she sat up on her knees, taking the tip of her middle finger to wipe her bottom lip not to miss a drop of the future pop star's honey as she wore a satisfactory grin. "So, would you say that-"

"Yeah…" Tori nodded her head with her lips curling into a small smile. She breathed out as her breath leveled off, "The Queen has taken Bishop…"

Before Jade could come up with something else that was witty, the Latina willed herself to sit up and reached up to cup Jade's cheeks and bringing her mouth to the raven teen's lips. She slightly tilted her head to the right as she deepened the kiss, slipping her tongue past the pink lips and tasted herself on her love. Sweet. Tangy. It made her hungry. Less for her own essence but for the flavors that existed just under her own.

"Mmmhmm… I like this…" Jade moved her hands down to cup Tori's hips as she softly returned the kiss, letting the brunette's tongue take the lead. "I like a Vega who knows what she wants…"

"Since day one…" Tori's hands slipped from Jade's cheeks, sliding down her neck and palmed over her chest. Her hands immediately started affectionately squeezing and relaxing through the shirt, needing to feel the heavy succulent flesh all over again, even if clothing was between them. She gently massaged as her moans intensified into Jade's mouth, eager to feel her, so she gently pushed forward until Jade laid back. She followed her down, pulling her legs out from under her so she was kneeling over her, prepared to take charge. "I wish…"

"Wish what, Vega?"

"I just wish…" The brunette's lips started trailing down Jade's chin and her neck while her hands started trailing down and pawing over Jade's abdomen, feeling her through the shirt. "I wish I spilt the coffee on you… not Beck…"

"It's all good…" Jade relaxed into the focused, yet sensual and consuming hands of the 'novice' between them. "Trust me… no one deserves piping hot liquid dropped on them more than him…"

"No, it's not that…" Tori grinned, shaking her head, but her eyes showed a real seriousness, and a depth, a realness, that Jade feared she wasn't herself truly capable of, showing that this was something that had been thought on a lot. "I wish I had… gotten off to the right start with you… touched you first… we could have spent the last two years… as friends... growing closer… letting this happen…"

"Oh, baby…" Jade's eyes were closed and she sighed, relaxing to the brunette's playful lips on her neck while the serious words danced in her ear. It was so overwhelming that she let the pet name slip. 'Baby' was something for Freddie and her to share… but using it on Tori never worked… until today. Until this moment. No going back now. "Tori… we might have been friends, yeah, but as Freddie likes to mention when I play the shoulda/woulda/coulda game, maybe things working out the way they did, Beck included, prepared us for what we have now. I just think we need to keep going, and make sure that we make up for all that lost time…"

She mimicked Tori's move of the palm of her hands rubbed up and down the tanned lithe teen's side. However, as Tori's hands brushed up and down, her thumbs would hook under the hem, slightly pushing it up each time when her hands moved up her body.

"I can do that…" the aspiring pop star grinned as she dragged her perfect teeth over the pale neck of her lover while her hands sought the end of the fabric barrier. Once the hem of the shirt was pushed up just to the underside of her breasts, Tori pulled her lips away from Jade's neck—just in time before she would leave multiple red spots on it—and scooted down just above the hem of her shorts. She looked up and in rare form, turned a wicked smile up to her before she slowly inched up Jade's smooth, pale abdomen, leaving butterfly kisses across it in a zigzag pattern until she reached the under strap of her bra. "You really are flawless… it's not fair…"

"Plenty of time for compliments later, Vega…" Jade grinned as she sat up just enough to let Tori finish pulling the t-shirt up and over her head then tossed it aside. She saw Jade's eager, playful smile, but soon covered it by cupping her cheeks and planted a soft, sensual kiss on her lips, tilting her head back and forth. Unlike before when Jade led, these kisses weren't guided by primarily lust, but love. "You… you are… truly an angel… I don't deserve you…"

"Less talking, remember?" Tori blushed as she bit her lip and pressed her forehead to Jade's. "And don't ever say that… you deserve everything…"

"Mmmhmmm…" Jade easily started melting into the kiss, trying hard to believe that was true, but the future musical star broke the kiss before either could get too lost in it and trailed her lips across the darker hair teen's jaw line until she reached just under her ear. She placed a few kisses there before her lips moved up to gently nibble on her earlobe. "More… I need your kisses, Vega…"

"What was that about patience before?" Tori teased, licking just inside the pale girl's ear, sending waves of goosebumps through her anxious body. Slowly, the tanned beauty moved to her throat. "I'm never going to stop kissing you, Jade West… from now to forever…"

"Yes ma'am…" Jade's eyes closed again, relaxing more and more to the gentle, tender affection that hit all her erogenous zones on her neck. "I'll… mmmhmm… hold you to it…"

"And I'll hold you against me… preferably without all these clothes…" As the brunette's lips teased back and forth on either side of Jade's neck, she laid across Jade's body as she maneuvered her legs so she could straddle over her love's thighs, their soft breasts pressing against one another with just the thin material of Jade's supportive bra separating them. The barrier was unacceptable to both fairly quickly as their bodies softly rubbed over one another as they made out. Tori was moving toward her hellcat form, and Jade was getting giddy in excitement for the more aggressive Vega that usually filled her dreams, and purred out, "If I had spilled my coffee… on those breasts… I would have licked you clean…"

"I would have let you…" Jade groaned, her core beginning to heat up far past where any clothing was acceptable. "Even when I hated you… I still thought you had a cute mouth… and an even hotter ass…"

"Oh yeah?" The future pop princess suddenly felt two strong hands on her bare ass, inciting the playful and primal nature of her desires to take hold. She let her hands trail over Jade's shoulders and down her shoulder blades between her body and the bed to meet at the center of her back where her bra fasten was located. She took the material between her fingers and undid it then trailed her fingers across her back until her fingertips gently hooked the shoulder straps and pulled them across her shoulder blades. "I was staring at your ass, but I had dreams about these… these huge things… your boobs… are so big…"

"Dreams, huh?" Jade sat up enough lift the bra up and pull the loops down her arms and off her hands then tossed the garment away. "For example?"

"Touching them… sucking them… feeling them against my bare skin…" Tori quickly leaned back down and picked up her kissing across the pale teen's mouth, chin and cheeks. Her lips trailed back down Jade's neck once again, simply pulling apart the tough gothic teen's defenses with the affectionate attention until she reached her collarbone. "I was so jealous… but now… that I can… that you're here… with me… doing this… It's beyond words…"

"Clearly…" Jade smirked, blushing a little from the compliments, as the Latina kissed along it to her left shoulder then back across before moving downward with her trail of kisses. She reached the spot just over her heart. She pressed a few soft kisses over her heart, trying to pour her emotions into the rough and living up to her namesake, jaded at times teen. Jade whimpered and tried not to laugh at the attention as her fingertips trailed up and down her spine. "You amaze me… You always touch me… right. It's not always what I want, but it's always the way I need to be touched, or kissed, or held…"

"You're my soulmate, Jade West… the yin to my yang…" The brunette aspiring singer's lips finally left over her heart to move over the full ivory, marshmallowy breast to start kissing in a spiral fashion over the front of it, mimicking what her pale goddess had down to her tanned chest until her lips reached the pink tip and began to suckle. She softly whimpered, showing her enjoyment of 'nursing' from the teat while her hands moved to cup under them and massage them. She was reminded a little bit of pink bubble gum even if they really didn't taste like that and her taste buds were overwhelmed with vanilla flavor and nostrils filled with the scent of lavender. "I'm so in love with you… enraptured, enchanted, captivated… No other girl… no other person… makes me feel like you do…"

"Freddie?" Jade asked, as if his name served as a multi-leveled question all on its own.

"He's everything I could ever want or need in a man… in a mate… in a master… when we go there… he's my one… different… but the same… if that makes sense…" She popped her lips off, grinning playfully to Jade before kissing over the swell of flesh in random pattern, keeping her guessing until she started trailing over to worship the other soft mound of flesh. She paused and suckled directly off the skin as if she was willing to give it a hickey to taste her flavor, but moved over to another spot to prevent leaving a mark. "But you… you're just… you are… everything…"

"I don't think you made a complete sentence… but I understood every bit of that…" Jade's heavy chest was tingling at the affection, her breasts always a bit sensitive from the various types of attention given to her 'assets' over the last couple of years, first with Cat… then Sam and Freddie… and now Tori. It helped fuel the fire that was heating her body that Tori started with her affection on her face and neck, and the sensitivity made it possible to explode without ever having to touch her pussy. But only one person had accomplished such a task. "Just like you did… I surrender myself to you, Tori Vega… my angel…"

No words needed to be said as Tori kept her eyes locked on Jade's blue, soulful eyes, and pressed her lips to the supple ashen flesh. Jade somehow always had this flavor and scent that seemed to emanate the feeling of a holiday. She tasted like Christmas morning. She dressed like Halloween. She set off fireworks inside the brunette like it was the 4th of July, and feasted on lovers, and inspired others to feast on her with the same ferocity, as a Thanksgiving dinner. The woman for all seasons, and Tori had no plans of missing a single one of them.

"Fuck, Vega… that's good…" Jade mewed as her back arched, offering more of her succulent chest to the hungry aspiring pop star. Tori wrapped her long tongue around one of the taught pink peaks, pulling her mouth closer to finally suck upon her perfection. The pale body went rigid, starting to further tighten up, but the warm reassurance, just from Tori's hands was more than enough to relax her. "Please… don't stop, Tori… it feels… so good…"

Tori's hand rubbed up and down Jade's side, coaxing her to relax and trust her actions, as if the raven haired 'goddess' might do anything else. Her other hand cupped and kneaded the soft flesh that her mouth wasn't attending to. Feeling Jade's heartbeat in her mouth and hands, Tori could sense how the pulse would quicken with certain acts and movements, trying to fine tune her affections the way that Jade had already mastered her body and weak spots.

"That's good… that's my girl…" Jade whimpered, eyes closed and head laying back and surrendering to every touch and taste, letting her body be devoured if that's what Tori desired. The brunette switched sides and it was like a whole new world. The attention and love in her heart might have been the same, but the power of the suckles, the strength of the kneading, the feeling of those pearly white teeth… it was just short of painful, which meant that Jade was on the verge of gushing. "T-Tori… eeeeccchhhuungnhh…"

"Mmmhmm…" Tori pulled back slightly, looking into Jade's eyes, and letting her tongue dance along the areolae before kissing under the heavy flesh, hitting those rarely treated weak spots. "My goddess…"

"My angel…" The former bully whispered with a tired grin, reaching down and cupping the sweet girl's cheek as she moved back to essentially nurse from her shapely breasts. "I… I don't want… this to end… but I need you… I need to feel you…"

Tori was going to ask what exactly that meant since they were most definitely 'feeling' each other, but the way Jade's lip quivered, and the heat she could feel from the pale girl's core was truly more than enough of an answer to her questions. Jade may have loved to tease, but she wasn't keen herself on being teased, and while Tori knew she could have fun with that, today was not about that. It was about so much more.

"I've been missing your taste on my lips, Jade…" Tori hooked her fingers over the waistband of the shorts, and underwear, quickly over the hips then slowly started pulling them down her creamy thighs. The aspiring pop star didn't even take more than a second to admire the cute dark blue underwear before they were flung across the room, and Jade's pure arousal scent filled the room. "My god… dess… my queen…"

"I know I'm super wet and-"

"I can see that…" Tori grinned, biting her lip as she moved closer, running her fingers over the milky thighs, causing Jade to move her legs together. Tori looked into her lover's eyes, nonverbally reassuring her, and palmed over her inner thighs to keep them spread. "I don't want you to hold out or fight, Jade… I want you to cum… cum for me when you feel it… I need to have your sweet… tangy… deliciousness… dancing on my tongue all weekend…"

"Well then…" the goth smirked, biting her lip and arching her back to accentuate her curves, "… what are you waiting for, Vega?"

"Just… keeping you on your toes, Jade…" the playful Latina fired back, moving her face at a snail's pace toward the heated and slick core that was beginning to truly ache for attention. Both were eager for what was coming next, even with Tori in control. Carefully, the thinner girl stretched her longer tongue out and swiped up the lipped entry all the way up to the hood. "Unnghmmm…"

"Oh F-ff-ffffuck…" Jade winced, shivering on contact and the endpoint being a lightning strike to her nervous system set the cool girl ablaze. One look into the bright brown puppy dog eyes staring from between her legs brought her a simultaneous sense of calm as well as an increase to her pulse. "You're not gonna… make me beg for more… right?"

"Can't say… I didn't think about it…" She moaned after closing her mouth, enjoying the perfectly balanced sweet and tangy flavor on her lips, licking the shimmer off her already glossy lips. Tori was determined to make Jade do some begging, but all good things in time. "But I love you… love this… seeing you quake and quiver… tasting the most incredible, indescribable body… smelling you in ways others never will… hearing your moans and cries… and feeling your perfect form go from cool to hot softness at my fingers…"

"Unnnghhh… I'm all yours, Tori Vega…"

"Good…" the aspiring pop star practically beamed, pressing her face deeper into the core of the woman that made her change everything. She pushed her head forward, pulling the milky thighs over her shoulders, focused purely on the act, knowing it could never match up to how Jade could make her feel. Her tongue pushed deep inside and shook, trying to do the kind of vibrating tricks that Freddie always managed.

Punctuating kisses and suckles between trying to stretch her oral muscles as hard as she could take them, Tori lapped and lapped, devoting her mind and mouth to the task, treating the pale beauty like she might never have the opportunity to taste her again. There was never a question on her mind that Jade's sex was better than she ever imagined oral could be like, let alone how her former frenemy could taste.

"GGoddddddDAMMITT!" Jade screamed, barely able to get a pillow in time to silence it, not that it mattered for the nearly empty house. Plus it wasn't like her mom would say anything since someone usually has to care to pay attention. Her free hand raced to her breast and squeezed it, anxious for any outlet for these feelings. "Jusssst like that…"

"Mmmhmmmmunnghhmmm…" Tori moaned taking her time to lick over every inch her tongue could reach, thankful for the long organ her sister routinely made fun of her for. She could feel Jade tensing up. It honestly seemed a little fast for how long their mutual oral sessions usually went, but the Latina certainly wasn't going to look a gift orgasm in the mouth. Running her tongue up the slit and applying pressure, Tori teased, kissing the bare mound. "Cum Jade… I need it…"

"Shhhittfuckfucckkmeeeeaagguunnnghh…" the pale beauty grunted, doing her best to calm her nerves and slow her heartbeat, feeling a little weak for 'surrendering' so fast to Tori. The arrogant and prideful pieces of her wanted to hold out and make the perfect princess work for her reward until her jaw couldn't move, but making love to Tori Vega didn't make one prideful or arrogant near as much as it made them thankful. "So close, baby… I'm… I'm…"

Tori didn't have to hear much of anything, the creamy thighs twitching telling her all she needed to know. The aspiring pop star always managed to be enthusiastic and attentive when it came to such a primal act, Jade never forgetting that love was always the default for the 'rival.' The licks moved up and down, only stopping to suckle a specific place, teasing her labia, and worshipping her clit like it was the finest ice cream.

"DON'TFUCKINGSTOPVEGAAAAAAHHHHHHHH!"

It truly was like a lightning strike in the center of the bed. Both knew that Jade had felt stronger orgasms, but the speed that this one took hold, providing warmth as well as relief of every tension her twitching body ever knew was not anywhere close to just being decent. It was the wave of a woman who gave herself over to another, offering her life and fate to a lover of the inside and out. It was a softness that she hadn't quite felt yet with Freddie, at least on the competing levels, but it was something that defined the passion Tori provided.

"V-vega…" Jade softly whimpered and sighed as her body shivered from the soft, but no less satisfying release. She could feel the long, hungry tongue feasting on her release, not stopping until every surface was cleaned and worshipped. "Oh God… you have… no goddamn right… to eat pussy like that…"

"Mmmhmmm…" Tori quickly lapped away at the dew covered flower, careful not to over stimulate her love, but she was in a hurry as she wanted Jade to experience more pleasure and feel how much she wanted to give her such ecstasy. "I love every inch of you… I needed to show you… touch and taste…"

"Then get up here…" Jade whispered, gripping the brunette locks and pulling Tori up to face her, her face glistening with drool, discharge, and cum. Before the sweet girl could speak, Jade practically swallowed her mouth, anxious to taste the saliva mixture with her own nectar, beginning to moan into the kiss almost as much as Tori. The kisses might have lasted a few seconds or an hour, as it was never quite clear how time worked when they made love. Jade slipped her lips to the jawline, licking up to the tanned ear. "Fuck me, Tori…"

"Should I get-"

"No…" Jade cut her off, stopping any movement the Latina might have considered. This wasn't the job for a toy. The pale girl had misspoke and she knew it. She didn't want to fuck this angel that made her see the face of God regularly. She needed to make love to her. Her fingers formed a V and slid over to interlock the center between Tori's knuckles. "We do this… right… together…"

"Mmmhmm… I love you…" Tori grinned, knowing full well what Jade was hinting at, less than subtly. She pulled her mouth away, sat up, and slipped her left leg under Jade's right and threw her right leg over the pale teen's other stem before scooting her ass forward. She wrapped her arms around Jade's body and the raven haired teen did the same, allowing each other to rest their head on the other's shoulder. "We haven't done this… since…"

"Yeah… too long…" The raven haired goddess, whose skin grew pinker by the moment, didn't have time for finishing sentences- there would never be enough time for Tori. She took the lead in beginning to slowly roll her hips for their flowers to softly touch then gently begin the grind. "Unnnghh… I'm still… so sensitive…"

"Then let's… take time…" the brunette's voice had a quiver, wishing she could somehow get closer, keeping the buxom beauty pressed tightly against her for all time. When their engorged clits 'kissed' it was like an explosion, tying memories to emotions and emotions to actions, reliving every moment of their 'courtship' as well as some of their best and worst moments since they met. The bickering. The kisses. The attempted murders. The cuddles. The screams of anger. The whispers of passion. "Jade… don't… don't stop…"

"I need this… too much… to ever stop…" Jade bent her knees to partially wrap around the brunette and gently started matching the soft brushing of their centers. This was no battle of wills or stamina, but a gentle affection that soon was bringing Jade nearly to tears. She felt every moment that Tori did, their buttons striking like matches, her red lips pressing tight to the tanned shoulder flesh, willing to swallow the aspiring pop star whole if it meant the feeling would never stop. She felt Tori's hand grip her breast and while she considered returning the favor, leaning back a little, and pulling Tori with her, she got a handful of the gorgeous girl's rear. Jade pushed against the firm flesh, as if Tori could get any closer, mewing into her skin. "God, Vega… how are you so… hot… so warm… I… I need you… I love you…"

After only a few gently brushes, the girl's respective love buttons start to swipe over one another with such speed and force that neither could barely form a thought, sending a steady tingling of pleasure through their bodies. Tori began huffed out a breath on Jade's neck as the paler teen did the same from the gentle effort and their pleasure climbing that mountain together.

"I… I…. Iaaaaiiiii…" Tori wanted to scream from the rooftops that she loved Jade more than air or life, but the words were getting trapped in her throat, and she made the mistake of looking into the blue oceans of her tired, yet no less enamored, lover and she felt her inner rubber band snap. "Aiiighh… with… with me…"

"Just… hold on…" Jade grunted, rutting herself faster and harder, watching the silent scream from her partner, pushing as hard as she could to ride out that second release to share in the unmatched intimacy of the scissoring act. It felt so wild and so primal to surrender to her lust… and love… that for a split second, as the ecstasy overwhelmed her, she found her teeth sinking into the tanned shoulder, causing both to hit their peaks at once. "AAHAHHHGHHMMMMMM!"

Any further pleasure and pain sounds were immediately lost to the overwhelming sounds of their nearly synchronized heartbeats. Their mutual shouts of joy were muffled into each other's necks, each body hungering for the utter devouring of the other. Twitches and grunts escaped, but neither felt that words could match this. There wasn't a word for this kind of feeling anyway.

"Oh… oh wow… wowie wow wowwww…" the brunette managed once her throat was free of her stomach. They collapsed into each other's embrace, heaving for breath and breathing into each other's necks. After what seemed like an eternity, Tori lifted her head off Jade's shoulder and cupped her cheek to lift her face off her shoulder to meet her gaze. She shared with her a soft, chaste kiss then whispered, "I love you Jade."

"I think… we can see… the feeling is mutual…" pale girl smiled with intermittent huffing, unable to truly process how someone so perfect and sweet and sexy could be hers. Not that she could claim her completely. No more than Vega could claim her. But Tori made her feel like she could be good. Freddie made her feel safe from every other thing in the world. But that tall, tan, brunette with she supple beasts and ungodly ass made her feel something truly special- Tori could save her… from herself. "I need you…"

"Ok…" It would have been easy for Tori to ask what that meant and how that compared to what they just did that Jade also needed, but their minds were linked now. A post orgasmic afterglow telepathy almost. The lithe Latina unhooked her leg and pulled Jade down with her. Her hair started to press down on the heavy milky flesh with a distinct handprint, her mouth missing the feel of the taut nipple to suck, but Tori had another plan. "Let me take care of you…"

"Vega…"

"Shhh…" Tori leaned forward and wrapped her arms around Jade, pulling her close and letting her rest her head on her own chest. Sure it wasn't the pillowy playground of every man's DD-dreams, but she needed Jade's head as close to her heart as possible. It made this real. "I said I've got you…"

Jade didn't know what to say. But the moment the tanned arms, the same she'd held down as she had her way, now, pulled her closer. Held her tighter. All the fear and pain and stress just melted away, inhaling her scent, savoring the afterglow of their lovemaking. Tori Vega was a lot of things and played a lot of parts in her life, but Jade's favorite, without question, was her lover.

* * *

 **And we have another chapter down. Did anyone guess that the new guest would be from Disney? I hope it was a surprise (in a good way) as she will play a role in things very soon. And things are anything but secure in Seattle with the iCarly trio, and while Tori and Jade had a really good time, there's certainly some feelings to be worked out as well. I know a couple people have missed the drama and angst that used to fill my previous series, so maybe this will be enough that will keep you guys (and gals) hooked. If not, that's fine, but I would still love to get the feedback, so review/comment/PM. Thanks for reading and hopefully it won't be a full month before we are back. Until next time.**


	5. Chapter 5

**Insert obligatory apology for things running behind as I feel like it's just a hallmark of my posting these days. I was hoping to have the first 'episode' of this year's horror story out this week but I think it's going to be running a bit behind (but not a year behind like Legion did- that I promise). I've also been busy with my original writing which should see publishing over at Pat Reon by the end of the year. I'd still love to hear thoughts on how/if I should do that and what you might want to see from it.**

 **I don't know if everyone follows the KTR: Dream story but the recent Driving Tori post there happens just before this chapter so if you haven't read that, I think you'd probably dig it, especially the Jori fans.**

 **Ok, enough of my monologuing...**

* * *

"Fuck… I'm so goddamn horny…"

Jade's room was pitch black, not even a trickle of light slipping through the blinds or under her door, the room only visible thanks to the glow-in-the-dark on a number of posters and items. She liked it dark, her hands slowly moving down her naked body, knowing it was easier to imagine that another pair of hands was doing the touching. It wasn't an every night ordeal, waking up and craving sex, but it certainly wasn't a rare occurrence either.

One soft hand moved down her chest, cupping her heavy breast and tweaking the pink tip that already ached like it hadn't been touched in years. The other slipped further down, over the sliver of hair to her near-volcanic sex, clenching at air, hungering for fulfillment and release. She licked each of her sex major fingers, and carefully ran them over the aching hot spots, culminating in squeezing the ample flesh and teasing her outer labia. It felt so good, but knew the right partner(s) could make it something that dreams were made of.

"Unghh… ok… just… just a quick look… inspiration…" she muttered to herself, releasing her milky orb and grabbing her phone to look through her messages. In seconds, a rigid, long, and thick shaft filled her screen, its owner might as well have been hers as well. Fingers were a poor substitute for Freddie, but they'd have to do. "Unnghh… that's it… mmmhmmm…"

"Can I help?"

"Whuuuh?!" Jade suddenly turned the camera's light, and the screen filling member, toward the voice that almost resulted in a very different release. "Who?"

"It's me…" the girl said, and Jade's eyes began taking her in. The platinum blonde hair, the piercing gray eyes, the luscious ruby red lips set atop a pale curvaceous wonderland barely hidden behind a babydoll nightie that illustrated that she was just a thin layer away from Jade when it came to covering. "It's Liv… I couldn't stop thinking about you… "

"I…" Jade was frozen stiff as the almost ghostly young woman approached her bed, a fire in her eyes stemming from something that seemed much more pure than lust. She wasn't even trying to cover herself up from her surprise visitor, feeling her sex tense at the sight of such an incredible figure. "I… I was thinking… you… about you… too…"

"I thought about…" Liv began as she moved onto the bed, almost floating, as she ran her long and soft fingers, tipped with shiny red nails, down Jade's face and jawline, "… how you would taste… what you would look like under all that black…"

"Oh?" was all Jade could manage as her breath trapped itself in her throat.

"How beautiful and soft and full these tits were…" Liv seemed to be everywhere at once, raising her leg to climb on top of the frozen former goth. Her hands cupped the heavy flesh and kneaded them, somehow hitting all the right spots of pure pleasure. Jade's eyes were unable to focus, moving rapidly from her face to those lips to the nice chest she sported, to Liv's exploratory hands. "My mouth was watering to taste you… to wrap my lips around these pretty pink nipples and just feed… like a nursing child… sucking and licking and holding…"

"Unnnghh… shitttt…" Jade whispered back, wishing she had her wit at this moment, but her frazzled brain turned to mush at the feel of Liv living out her fantasy. The blonde's lips were like two perfect pillows, and her own lips ached to feel them pressed tightly, and suckling and licking them. She couldn't see Liv's mouth very well, but she could feel it. The hunger, the sheer joy, the slathering of the lipstick no doubt turning her milky white flesh into something a bit more… strawberry flavored. "I don't… know… how you… or care… anymore… just… Liv… please… d-don't stop…"

"MMmmhhhmmm…" she moaned, spending extra time licking and suckling all over her flesh, as if she knew that the whole breast was almost as sensitive as her currently sore peaks. Jade was positive she had accounted for both of Liv's hands, but two well-manicured fingers dragging over the aching netherlips assured her that Liv wasn't just here for a tease. "You're so wet, Jade… so horny in the dark, huh? Needing to get that pretty little pussy off? Bet it would suck my little fingers right in, wouldn't it, Jade?"

"Uhhh huhhh…" Jade moaned, writhing underneath the surprising powerful thighs of the sweet girl she'd only just met, but in this moment, desperately needed to fuck her brains out. "T-t-touch me… let me feel… feel the fingers… inside…"

"Then you better hang on…" Liv teased, licking her lips as she reached her thumb up to massage the swollen button that ached for even the slightest graze for ecstasy. The fingers pushed inside, earning a purring mew from the dark haired 'goddess' and a giggled from her new lover. Liv's thumb slid upwards over the hood and began massaging the hair-trigger clit. "It's time… Cum on my fingers, Jade…. Cum so hard you'll never make it on time. You're gonna be late…"

"Whuuhh?" Jade's mouth contorted as she began feeling the rubber band inside her tighten for a pretty powerful snap. "What… do you… are… you… doing?"

"I'm getting dressed so I'm not late for school…" Tori said, toward the writhing body in the messy sheets, that sat up, hair in a hundred different directions and an extremely confused scowl on her face. "I was kinda hoping we could get a ride together… if that's ok..."

"Yeah… I mean… I… I gotta get ready…" Jade sat up, becoming increasingly aware that what she'd just experienced was just a dream. A fantasy. About a girl she'd barely met. While sharing a bed with the girl that was supposed to have her heart. The girl who looked at her like a goddess, and who Jade revered as her personal angel that saved her soul. The perfect beauty that had woken her up after her own dream about their love, just to reiterate her feelings. Yeah… Jade hadn't felt this shitty since she dated Beck. "I just… had a… super… intense dream…"

"I know…" Tori said, without missing a beat, throwing a shirt on, yet another from the Jade West loaner pile from before 8th grade. It was actually getting to be tighter on her chest, which Tori didn't hate as it made some heads turn, but most importantly the black and highlighted haired head of the woman she loved. Though it was a little harder this morning. "I can't blame you, I guess…"

"What?"

"Liv… I looked her up on PearGram first thing when you started mumbling…" Tori's eyes never met Jade's and she was beyond thankful for that. One look of those haunting hazels and Jade would have probably broken down in tears. They both knew the score and it felt all too reminiscent of the morning she spent with Freddie before the night that her heart grew three sizes. "She's actually gorgeous… you said her name a couple times since I woke up. Pretty good dream I guess…"

"It was… something…" Jade managed, her mouth seemingly so full of her own foot that she couldn't get much more out. She wanted to spill the details to explain the dream, wondering if it would make anything better but that was even dumber than wishing for a time machine to go back and set her alarm to avoid this fate. Tori was clearly hurt, but didn't want to show it, and Jade needed to be strong and proud and not apologize for a dream… but that didn't mean that it was how this was going to work out. "Tori, I-"

"It was a dream, Jade…" she huffed and shook her head, pulling tight jeans over her sexy rear that almost made the pale girl forget about this disaster. Buttoning and adjusting her shirt to properly tuck in, she continued. "We have all had them. The more we talk about this… the weirder it's going to get. Plus I don't even know what to say… or if I can even be mad."

"Then let's just forget it and-"

"I didn't say that either…" Tori sighed and finally made the move to stare at the pale beauty, clad in nothing but her panties. "Just give me some time on this…"

"Ok…" the raven haired girl nodded, unsure of what else she could say to make this any easier. "I'm just gonna clean up really quick and I'll meet you downstairs in like ten minutes."

"I'm just gonna wait by the car…" the sweet, yet emotionally exhausted Latina smiled weakly. "Not sure I can take another breakfast where your mom just looks at me, knowing what we have been doing. She's always talking about keeping my energy up and staying hydrated and all that. I just can't… Where's your dad, by the way?"

"Oh… he… uh…" Jade froze up. It wasn't a topic she was ready for. She still needed to unpack the details herself anyway. Or she should. Well, she would if she wanted to. Two Christmases were supposed to make her feel better. Lying. Adultery. Fighting. This was the 'best possible outcome' supposedly. For everyone involved. Not that she was asked, of course. Just two suitcases full of his shit and he was gone, but keeping up all those goddamn appearances like that meant something. "Probably at work or something. Late hours and all that…"

"Right… yeah… my dad has those late nights and early mornings too…" Tori responded with a slow nod, her jaw clenching as she took in the obvious lie, wondering why Jade would react in such a way. Just another secret for the Jade West pile, she supposed, hoping that the stack wouldn't get so high that the fairer love of her life wouldn't become buried beneath the rubble when it all fell apart.

* * *

 **Hollywood Arts**

 **9:18 AM**

 _-How's the morning?_

 _-I've had better, to be honest, babe._ It was just a little past 9 am and Jade was all but finished with this day. Her pale face had been getting hotter ever since she woke up from her awkward sex dream and had to face the judgmental glance of the world's most perfect girlfriend, drove said perfection to school, in near silence, and now had to sit through the drone of today's technical theater lecture. _All I can say is thank God for fucking coffee._

 _-Coffee is all well and good but I would rather have your lips kissing me awake every morning, Jade West._

 _-I do not deserve you, Freddie Benson…_ Jade took a few moments to finally let the positive feelings wash over her. While it was highly questionable that she deserved such love, it made her feel almost giddy to have such affection from someone, even if they were words on a screen. _You do understand I'm going to probably send you to the hospital from sexual exhaustion once I see you, right?_

 _-I guess it's a risk I'm willing to take. And I can't take credit for that cheesy line either. It was in this poetry book we're skimming through for Lit class._

 _-Oh yeah? Well, who wrote it? I can go fuck him. Lol._ She had to add the acronym, despite hating them with a fiery passion. The mere idea of being with another man was something she never wanted to let hang for a second. She very nearly deleted the text altogether, if she hadn't written and sent it as quickly as she did. _But really, thank you… after this morning, I just… I really needed you. Present tense. Still do._

 _-Care to share?_

 _-I don't know… I've kinda been told to just forget it, but I feel like you won't be happy with me._ Jade tucked her hair behind her ear as she tried to drown out the droning lecture and the near-deafening beat of her own heart. She could share 99.9% of her life with Freddie, but when it came to the chance he might see her differently, or it could affect the balance she'd tried so hard to cultivate, it was almost as uncomfortable as confessing to her priest. _I've already hurt Vega this morning._

 _-Now I feel like I really need to know. But if it's not my place, and you want to take some time to handle this issue, that's ok. Tori is sweet and sensitive, but she's also a big girl._

 _-And she's also one step away from calling you daddy, so… maybe we overestimate Vega a little._ It felt catty to say under the circumstances but it was such an odd thing as to how the other two thirds of her 'triangle' related to one another. After so much repression, perhaps it was normal to stretch fantasies out and release their 'Beasts' together. _She's upset because I said someone else's name in bed this morning._

 _-Now why does that seem so familiar…_

 _-Shut up… I know…_ Jade fired back at the words she knew he was going to throw at her, and while he had long ago forgiven her for such a mistake, it also lead to Tori joining them which wasn't something that could easily be forgotten. _At least she wasn't in the middle of… things when I said Liv's name._

 _-Liv? As in Liv Rooney?_

 _-Ding ding ding… you got it._

 _-That's… honestly… I mean…_

"Great… I broke him…" she mumbled to herself, achieving only a slight look from the empty headed 'leading man' that sat near her after her last breakup with Beck, and she couldn't imagine why. She started scrambling as her fingers moved across the keys, unsure of whether to take him through the dream or to just leave it to his imagination or what. Luckily, he finally responded in full.

 _-Look, you can't get hung up on that stuff. She's a hot celebrity and I'd be lying if I said I didn't have a dream or two starring her. You had lunch and clearly a connection… it only makes sense that you would feel that… attraction._

 _-Try telling that to Vega._ Jade sighed as she set her phone down on her lap, and looked over at the clock, her stomach twisting as she knew that when the next class began, she would have to face Tori. Or, really, her back as she sat in front of her, but still. _She was already dressed when I woke up, sweaty and on edge… and you know that look she gives that you just… ache inside… Or maybe you don't because you haven't disappointed her. But its bullshit how much of a hold she has on me with those eyes._

 _-Hey, I had to walk away from those eyes at the airport that day… at least you get to see her and touch her. It's driving me crazy not to be with either one of you._

 _-Yeah, but you have Sam and Carly up there to keep your bed warm._ It was a mistake the moment she hit the word SEND and she knew it. Sam probably would have been fine to mention, but mentioning the other part of the 'webshow trio' after all of the awkwardness wasn't right. Perhaps it showed that she was already assuming the dark haired stranger was part of the equation for Freddie. _–I know you are still unsure about her… sorry I just said that._

 _-Nothing has happened yet, babe… and I know what you mean. Sam is a really devoted girl and she wants this. Not just with me, either. You know she's into you, too. I still don't know about this whole Carly thing so if there's an issue… I want you to know… nothing needs to happen. Things are already complicated enough, you know._

 _-Baby… go rock that bitch's world. I clearly have some issues with other girls on the brain so I can't fault you for the same issue._ Both of them knew all too well that Jade was just putting on a front about how much she was 'cheering' for what was happening in their 'pairing.' She did want Freddie to live out all those wants he had and experience the real thing so he could know what she knew- Freddie was her man and Jade was his girl. Or one of them. That was something she didn't hate exploring so far. And it wasn't like she missed his comment about Sam's feelings toward her; validating the exact feelings that she opened up to Tori about. _Just make sure she doesn't kill you after. It's always the nice ones, you know._

 _-Oh, I know… I've met Tori the hellcat, remember?_

 _-I'm pretty sure she wasn't messed up until she got impaled on your dick._

 _-Jade, I love you, but you're crazy…_

 _-No, I'm serious, Freddie…_ Jade's jaw clenched a little as she knew she was getting on a roll with the usually compartmentalizing young man. His weakness was always his ego. _Like you corrupted her with that mighty War-cock. Shooting that Beast jizz deep inside her tiny pussy, or feeding that hot little mouth with steaming load after load, making her such a dirty fucking slut. And there's what you did to me…_

 _-Baby, you can't play with me like this… I'm in class._

 _-You do this with Tori all the time…_ All the bad thoughts seemed to disappear as a grin grew across her ruby lips at the vision of Freddie squirming in his seat in class, just imagining all the things she was alluding to and fighting getting a boner in the middle of class. _You tell her what kind of girl she is… make her take pictures… videos… inform her of all that nasty shit that you want to do to and with her… Gets her so fucking wet and wild for it… Maybe I should do the same with you…_

 _-Have I mentioned that you are the devil, Jade West?_

 _-Once or twice… but if you're the man that fucks the devil… what does that make you, Mr. Benson?_ She fired back almost immediately, now riding the high with a near giggle. _I bet you're imagining me right now, aren't you… sitting on that desk… legs spread… eager and waiting for you to come and take what's yours…_

 _-You really wanna do this, baby? Play the sexting game?_

 _-I don't know what kind of 'game' you are talking about… this is very real for me._ The dark haired pale beauty had now eliminated all possible distractions, her fantasies affecting her body, and just focused on the image of her lover fawning over her and salivating at what she was giving him. _I'm just a hot and flustered girl in a plaid skirt and no panties sitting here, rubbing myself and locking eyes with you, knowing you've got the only thing that could ever satisfy me._

 _-You think I'd give it right to you though, baby? Teasing me like that? I'd run my hands up that body and grind myself against you while my fingers wrap around your throat. Make you look at me as I lean down and whisper all the things I love about you… How perfect your body is from top to bottom, then listen as you whimper and giggle and remind me that your body is not even close to the best thing about you…_

 _-No fucking fair… I want erotic texts and you're being all sweet._ Jade's brow furrowed as she pouted at the words on the screen. He had no right to be that perfect and sweet and sexy. Well, two could play that game. _But maybe I just want to feel your body against mine… making us one… filling me completely both physically and emotionally… and we can hold hands, our wedding rings glistening in the light as you overtake me with so much… that maybe our family can grow…_

 _-Once again, I don't deserve you…_ Usually Freddie was quick to write everything at once, but this time, there was a quick pause, followed by slow writing, then rewriting, keeping the former goth on her toes as to what he might be saying that he'd have to edit over and over. _This visit of yours can't come soon enough._

 _-Don't I know it…_ She had no idea what he was trying to get around to saying but there was no way it was as simple as an 'I can't wait to see you' that was said daily. Just like the way she self-monitored with Tori about her dad, now he seemed to be doing the same. She knew she couldn't force his words, but she also couldn't help but imagine what he might be saying. Maybe something about the rings, the marriage idea, or the possible baby… It might have been a little too much. _But let's get back to this eager beaver on the desk… hungry for that wood…_

 _-I told you, Jade… I want to work for my prize. I'd pull those gorgeous legs over my shoulder and just devour you until you were dripping wet… ready to be taken the way you deserve…_

 _-Oooh… and what way is that, baby?_ Jade bit her lip as she tried to bury herself back into the fantasy. Taking his deep and affectionate licks into account, she barely realized she was grinding in her seat slightly. Maybe she'd have to get some tips from Tori about how to spice this up. She started typing rapidly, but the fantasy crashed.

BBBBBBBRRRRRRRRRINNNGGGGGG

"Godfuckingdammitalltoshit…" she quickly muttered, now facing a few more faces, looking directly at her for her less than subtle outburst, clearly glaring as if she never wanted the class to end. Which was half true after all. _Classes are changing so I gotta stop. No phones in math class so FML, I'm just gonna have to be wet and on edge today… thanks for that…_

 _-Hey, I asked you if you really wanted to open that door and you started it babe… but I promise I will make it up to you soon._

 _-You better…_ Jade fired back, half annoyed, half still head over heels in love with that dorky nub… who also happened to be a sex god. Life was really fucking strange that way.

* * *

 _-How's my angel this morning?_

- _I hope you don't think I'm going to be your leftovers, Freddie… Jade told me what you did._ Tori was working hard on having a bit more strength and a backbone in her relationships, galvanized by the awkwardness of the morning. She had the most incredible dream of how she and Jade could have gotten together the first time, where it would have just been the two of them, but now it just seemed a little sour. The fact that Jade had then been fooling around with Freddie right after didn't help her feelings on either one. And on top of all that, there was this Carly and Sam business that was turning their perfectly balanced triangle into… some sort of pentagon… or Jade would probably call it a pentagram. _You haven't talked to me… like that… in a few days._

 _-I know… and I'm sorry. I just felt it might be going too far too fast and I don't want to mess you up._

 _-Mess me up how?_ The Latina shook her head as she reread his words, no doubt getting some unwanted attention in the same history class he had essentially 'forced' her to vacate not long ago. _Do you think I can't handle the way we talk? Or that I'm too fragile or something? Is it because you are back to thinking about all that misogynistic crap we talked about after that first night?_

 _-No… nothing like that, Tori… you know I think the world of you and I definitely know you're strong. In fact, I saw it when we first met that you were more than just physically flexible. I knew that night we made love that you were special and we had a connection._

 _-So why did you just say the too far, fast and whatever?_ The youngest Vega's fingers were close to shaking as she thought through this message. Jade fantasizing about the way cuter blonde girl, the idea of the perfect triangle growing more sides by the day it seemed, and now there was the man she loved and adored, submitted to even, and he was treating her like a fucking child. _We do this 'thing' where I'm supposed to be your desperate slut or whatever and then you treat me like I'm made of paper when we aren't… doing whatever this crazy stuff is. I don't get it._

 _-You know what? That's fair. I probably haven't been fair. Just because you are the newest person in my life doesn't mean I should treat you like the youngest. You're sweet and I love the way that we interact- the way you treat me as a protector, but I need to treat you like an equal partner. Do you think that things with us are going too quick? Doing too much?_

 _-I don't know, but I appreciate that you understand what's worrying me._ Tori looked around the room, trying to figure out how she could ever relate to the relationships of the others in the room. She felt almost certain that none of them had both girlfriends and boyfriends, let alone one that would dominate their mind and body, and certainly not with just words. Nothing about things with Jade and Freddie was normal, but as she had come to realize every day since coming to Hollywood Arts, normal was overrated. _I am scared sometimes by how willing I am to do stuff for you and that hold you have on me. I love the feeling and the rush of getting those playful messages, but I really miss the physical 'stuff.' Jade is going up there soon, and I won't see you for another month after that. It's just not fair._

 _-It really isn't… but I promise, when I do see you, Tori, I will make up for all the time I can. And then some. Plus, I would never let you miss the meeting with the record label._

 _-You know I'd miss that Platinum meeting in a heartbeat for time with you, right?_ She felt a warmth in her cheeks, a staple of conversations with Freddie, but this wasn't the heat from embarrassment or lust or even anger anything else that fueled a fire inside. This was genuine and sweet. _I am feeling a little jealous and vulnerable right now… I'm just not sure what's going on._

 _-What's going on is that I'm not there, and Jade is in a weird place. Nothing about what we are doing is normal, but as long as we're happy, isn't that all that matters?_

 _-No_ Tori fired off the answer so quickly, she barely comprehended the actual question being raised. _I mean, yes… but I'm not really happy with everything._

 _-So, tell me about everything that's bothering you. Maybe we can take it one thing at a time._

 _-I've been doing some reading about us… and about what this thing is that we do together._ The Latina looked around the room, just to make sure no eyes would be moving to her direction as she opened up further. _The dom and sub aspect of things._

 _-Please tell me you aren't reading that 50 Shades mess. It's bad enough that Carly is all over that book and movie._

 _-No… I mean, like real research. And a lot of it says that I need more of your attention._ Her heart was starting to beat well into her ears, drowning out the sounds of class. _I'm your girl. You are my man… and I don't know how well other people can fit into this, but as your sub or whatever… I need you to be there for me._

 _-Of course I want to be there… I wish I could. In a couple months, I will be._

 _-I'm not just talking about you physically being here and being touched… I'm talking about talking to me more. You talk to Jade twice as much as me… and when we do talk, it's… well, it's less about checking up on me and more about playing out fantasies and all that._

 _-If you want me to talk to Jade less, I'm not sure how I feel about that, Tori._

 _-Not less for her. Or any of the others… I'm just asking for more for me._ Tori took a second to read over her words, really wanting to make sure that she wasn't coming across as bratty, especially since that wasn't really the type of 'sub' she saw herself as. _I need to know that what I think and do matters, especially when it comes to you… I want to know that I'm being what you want and need, and that the effort I'm giving you actually matters. Check in with me a couple more times a day, touch base with me, both as my love and my 'master.'_

 _-You are truly something special, Tori… I will be better. And unless we are really in the middle of something deep, you don't need to say 'master.' It kinda feels off._

 _-Well, of the types of submissives, I'm closest to a little or a princess, which usually calls their partner daddy so…_ If Tori was being a hundred percent honest with herself, the thought of their relationship culminating in physically being his babygirl, was making her core heat up exponentially. _I know that was a weird thing to call you that time._

 _-We can figure it out, angel. I promise I will be a better partner for you, and earn your love._

 _-I know you will…_ She bit her lip, seeing him bow in her mind, then offer his hand to pull her into his arms and keep her safe. There was still a feeling like she didn't deserve him, even with the issues, and Tori just knew that standing up for herself here would pay off. _I just needed you to know. I know you're busy and it's hard when you're away but I need this._

 _-Of course. So tell me honest, if I take things with Carly to the next level, will you be alright? I'm serious… if you're not truly ok, I won't._

 _-I'll be jealous, but I'll survive._ The Latina sighed out, looking at the screen. He asked for her honesty and she tried to give it. She wanted to scream 'No! No other girls but me should have you!' but she knew it wasn't right. Tori wanted him to be happy, and if it was like Jade said, that every time he has someone, he will be better for them, maybe it was for the best. Plus, it wasn't like Sam where Carly would magically end up on the same level as them after one night. Right? _Just don't forget about me, and we're fine._

 _-I want to be better than fine… and I swear, I will show you how much you matter as soon as I can get down there._

 _-I know… Can't come soon enough._ She knew he'd catch the double entendre in her words, but just in case, as he was known to be a bit clueless at times of flirting, she decided to go one better. _So tell me how that fantasy with Jade would have ended…_

* * *

 **Lunch**

 **Ridgeway High School**

"So… I talked to Jade last night… and this morning…"

Freddie picked at his mashed potatoes, if they could even be called such a thing, while trying to avoid locking eyes with his childhood love. One bite that was somehow both coarse and slimy as it filled his mouth, and had Carly not been there, he would have spit it right into a nearby napkin. The healthy lunch overhaul had made everything virtually inedible, but a rule forbidding lunches from home, put the Ridgeway students in between a rock and a hard place. Until pizza and corn Fridays, of course. But today was chicken nugget Wednesday. It was also the day that Carly and Freddie's tumultuous relationship would finally choose a path.

"Oh yeah?" Carly said, her breath caught in her throat for a moment, ready for a sigh or a gasp, depending on what he might say next. "How… ah… is she?"

"She ah…" he still avoided eye contact, now moving into a slight whisper. "Jade said it would be alright. So if you-"

"Alright?" she repeated back, shaking her head. She wanted to reach over and shake him or grab his hand or something, but there were still quite a few 'Creddie' fans at the school that expected the former web celebrities to belong together. And this being high school, it was little more than a rumor mill. "What's alright? What are you talking about?"

"Your idea you told Sam, who told me…" the former tech producer was just on the edge of making the former host angry as he continued to talk around the topic and use as many generalities and vague words as he could. Until finally, he made things just a touch clearer. "If you're… if you still want to share that with me, Jade… ah… gave me the… you know… green light."

"Oh… wow… I was just… I mean… I do want things but I just never… you know…" Now flabbergasted, the fair-skinned girl began growing pinker by the second, and the reserved breath trapped in her throat tightened up. "I don't… I mean… I know there's different rules for you guys… with Sam and everything… but I just can't understand how Jade can be so… ah… understanding. Is that even the right word?"

"To be honest… I don't think I'll ever understand…" he chuckled slightly, still toying with his 'mush,' morbidly burying the soggy carrots like tossing dirt at a funeral. "She… she loves me and wants me to be happy, but more specifically, she doesn't want… in this case… I guess… she doesn't want me to look back at this… at us… and wonder 'what if' and all that."

"So… ah…" Carly could feel her heart beating fast, moving easily to hummingbird levels of twitchiness as she prepared to open a gate that she knew couldn't be closed, "… do you?"

"Do I what?" he looked up at last and met her brown eyes and it was like time stopped for a few seconds for both of them as they addressed what this meant.

"Wonder… about stuff…" The sweet girl tucked her hair behind her ear as she now had to be the one to push for information. "About us."

"Carly…" Freddie started with a steady sigh and clenched his eyes. "You know I've been in love with you for like… ever, right? Of course I'm going to think about things and wonder about us and-"

"I've thought about it a lot…" she quickly spewed out, not even letting the words exit his mouth fully once she had her answer. Despite not having any of the 'food' in his mouth, the usually together tech producer seemed to nearly choke. "Like a couple times a week for at least a year or so… I would just lay in bed and think about… things and… but I… well, with everything and… and… oh no…"

"What is it?" Freddie regained his composure almost immediately as he saw the look of terror flow over her face. "Carly?"

"I… I can't believe I just admitted that…" she whispered, looking at him, her usually pale face now turning the bright red of pure embarrassment. "I just… I…"

"Look, it's ok… I've done the same thing pretty much…" he reassured her, and reached his hand across the lunch table, damning the curious onlookers and their assumptions and placed his hand on hers. It was always so hard to find his backbone with Carly around but today, he knew that had to end. "I've thought about you… like that… for a while… wishing I could… you know…"

"Yeah… there's a lot of 'you know' floating around my mind right now…" she nervously giggled, trying to fight back the tears of embarrassment, but it also allowed a touch of light to be shone on the decision she was on the verge of making. "Even with… the other… you know… girls… and everything… do you think that way? About me?"

"Well, I love Jade… and Sam and Tori… and we have something that's really hard to quite figure out…" Freddie was once again at the loss for words, unsure how to say the truth here. Jade was every fantasy and then some, Tori was the sweet princess that he could be the 'prince' for, just as easily as the 'dragon,' and Sam was… well, she was Sam. There seemed to be so much room in his heart for more but with three incredible women to keep his focus, the dreams of 'Creddie' weren't filling his nights. "But I did think about you while you were gone… and then once you came back here… I… well, I guess I should just say yes…"

"I don't… ah…" Carly felt her mouth drying up, though not nearly as dry as the 'nuggets' that covered her tray, as she formed the next few words, "… I don't want… things to just be… umm… thoughts… anymore…"

"So you… you do want to…"

"Yeah…" she quickly replied, nodding her head as her foot carefully slid against his leg and stroked his femur. "I want to… tonight…"

"I… I can't tonight… I have to work…" Freddie whispered out, the words almost stinging his tongue as they came out, watching the eyes of his longtime crush close painfully and her cute pink jaw clench, and he knew it was a mistake. It was a pained look he never wanted to see again, and he had to fix it. "I won't get off until 8:30… but my mom is working tonight though… I guess if that's not too late I-"

"It's not too late… Not for this…" she whispered, doing her best to appear sexy, but it really just came across as a woman who had waited long enough for what she desired, and tonight she would have it. Freddie. Her first time. Sex. Making love. Everything. "I know I won't regret this…"

"Me either…" he grinned back, feeling a weight lifted off his shoulders. Freddie raised an eyebrow as he looked over the girl he would make love to in a matter of hours, and considered all the things they could share, prepared to begin his flirt and tease cycle. But unfortunately, the lunch bell had other plans.

BBBRRRRRRRRRINNNNNGGGGGG

"Damn…"

"We can talk later…" she said, jerking her hand back and tucking her hair behind her ear. The sudden sound of the bell had made her twisted up stomach into a tight ball and had there been any edible food in her system, she might have gotten nauseous on the spot. But for now, she just had Freddie giving her that sweet, reassuring smile. She just nodded and whispered before getting up and racing to the trashcan. "Tonight…"

* * *

 **Shay Apartment**

"So… tonight?"

"Yeah…" Carly plopped down on her bed as Sam went straight to the closet, looking for options to get her man's motor running for their longtime best friend. "I don't know what I was thinking…"

"You were thinking you wanted him inside you…" the blonde smirked as she shot a glance at the clearly uneasy brunette, "…which, for the record, I can't blame at all."

"Sam! Don't talk like that!" the sweet girl fired back, laying down and covering her face with a pillow to scream into. She'd written a check she now wasn't sure she could cash. She'd seen pictures of Jade and Tori and they were beyond gorgeous. There was no way she could live up to them. Plus, she always thought Sam was way prettier than her, if she would try, so Carly just knew that she would be the 'ugliest' girl Freddie had ever been with. "I'm just not sure… I'm going to be… like will he even like me?"

"Jesus Christ, Carls… he's been drooling over you for years now and suddenly you're worried? He's probably as eager as you are," Sam idly commented as she held two articles of clothing, acting as if she was weighing each in her hand, "So, what I think you need is something to really turn on that side of his brain. The Beast, as I call it."

"Yeah… the Beast… because that's not terrifying…" Carly rolled her eyes and shook her head, looking out at her friend through the space between the pillow and the bed. "I don't think I can live up to… all this. I'm just… I'm just Carly Shay… I'm not some pop star or actress or badass… I'm just me… the literal girl next door."

"Duh…" The blonde scoffed at the overdramatic nature of the moment. "So what we need is something that separates you out, but also says 'Here I am after all this time. Come get this.'"

"Ohmygod…" Carly groaned and yelled into her pillow again. "I don't have any clothes that are like that!"

"You could always just lay there naked for him…" Sam only half joked, imagining her best friend, completely nude, ripe for the taking for Freddie and while she did feel a ping of jealousy, she wasn't entirely sure who she was more 'green' for. "Problem solved."

"No! Problem not solved! Problem very much not solved. This is the unsolvable problem…" Carly blushed, sitting up and looking at herself in the mirror. "Do you really think he will want me…"

"I just said this! He-"

"I don't mean like having a crush or whatever…" the dark haired girl just stared at her reflection, running her hands over her face and chest. "You and that Jade girl have big boobs, and I'm not curvy on the other end like Tori… I'm just this petite Michael Jackson-looking… thing."

"Ok, first of all, that's fucking bullshit, Carls… you look great. I mean… you and I definitely did stuff and I've been with those girls too." It was honestly refreshing to see Sam talk to her like this. Real talk that she couldn't get anywhere else. "You think I didn't play the comparison game to perfect fucking goddess Tasha you were with? No good comes of that shit. Just focus on you. He wanted you then and he wants you now."

"You know…" the pale girl sighed out, shaking her head, and stood up to face her best friend, now digging back into the closet, "I don't think we ever talked about how you felt about this…"

"What about me?" Sam asked, giving Carly her full attention and a quick look in her brown eyes told the former bully everything she needed to know about what was being asked. "You're my best friend, and I love him. I'm jealous, sure, but I also know… at least I believe it… that he won't love me any less tomorrow. He had Jade and Tori and he still looked at me as being his too. I know this would be… your first time with… any guy… and I kinda feel bad for what it's gonna feel like at first… but I don't believe there's a better person to get you through it and to the other side."

"Should I even ask… you know…" she whispered back to her incredibly supportive best friend, tucking her hair back as she looked back at her reflection, "… for any… tips… or whatever? Advice for how to do… stuff…"

"Whew… I… I don't even know where to start…" The former terror of Ridgeway walked Carly back to the bed and they sat side by side. "Listen to him is probably the biggest one. He's good at listening to me, figuring out what I like and don't like, and using that. Not just the words, either… He is expressive when he… does his thing… and focus on the nonverbal. Body language and all that shit."

"Ok… I think I can do that…" Carly nervously swallowed as she imagined how she could pay attention to his wants and needs, and his words, and his face, and the fact that she would be taking a big leap. "Anything specific that he likes I should do?"

"Since this is the first time and he's got the experience, he's probably going to do everything so nothing really comes to mind for this…" Sam shrugged with yet another deep breath. "He loves being doted on and given control which works in this situation. Let him know how good he's doing. If something is wrong, tell him. But especially if you like something, don't be shy about sharing that with him."

"What about…" Carly's voice dropped to little more than a whisper as she looked around the room, "… condoms?"

"Jesus, Carls… it's not like saying their name is cursed or something…" Sam started laughing and breathed out a heavy breath, wondering if Carly really was ready for all of this. "First off, I hate them. I want to feel him fully and however it ends- face, chest, swallow, inside… it's all good for me. But if you want to use them, it's gonna cut his feeling down a bit, and he's gonna last longer. It'll also make any mouth stuff you want to do not so tasty, which, spoilers, he tastes super good. But either way, you need to think about how you want this to end, how he should finish… it sucks having to stop and think about in the moment."

"Ah… ok…" Carly just nodded, trying not to let her heart beat out of her chest. "I just want this to be special and to be good… for both of us."

"It's gonna be… I promise…" Sam said, using the very rarely used 'reassuring voice' few believed her to be capable of while rubbing the smaller girl's shoulders. "Freddie will make it special, and as long as you just be you, it's gonna be one of, if not the, best night of your life."

The former web show host laid her head on the blonde's shoulder and kept it there for a full minute before Sam shifted back to standing, nearly letting the pale girl fall over.

"Last thing…" Sam said, pulling Carly to her feet. "Make sure you stretch. It might seem silly but trust me… you won't regret it."

* * *

 **Benson Apartment**

 **8:46 pm**

"Finally…" Freddie blew out a breath as he unlocked the door to his apartment and stepped inside, relieved that the day was over with the emotional ups and downs with the ladies of his lives. He called out, "I'm home."

His mom was supposed to be working, but things changed all the time. If she was home then the mere idea of seeing Carly was out the window. He pulled the key out of the lock and shut the door behind him, locking it afterwards out of habit and waited for his mother's usual giddy reply that he was home. However, after several seconds, he heard nothing and further walked into the apartment. He glanced around and saw she wasn't in the living room or kitchen, so he headed for his room, praying she was out. His assumption was proven correct when there was an almost comically large note on his bedroom door and read it, stating that she would be pulling a night shift at the hospital.

As much as he loved his mother, he couldn't be happier with her absence so he could find some quiet time to be lost in his thoughts and process everything that was happening with 'his ladies.' He wasn't sure how to balance all of them at the moment or if he should do such a thing as they needed to support the relationship just as much as he did, but then again, there was a part of him that believed it was his role as the man to be the support as he was the common thread. Or maybe Jade was. Either way, and Tori could call him sexist and chauvinistic all she wanted, he felt that he should be the one to care for them, both emotionally and physically. Was it his sole responsibility to try to fix their emotional concerns? No, but maybe expecting so much from all four of the women that filled his mind was too much as well.

He entered his bedroom and dropped off his bag then pulled off his slightly sweaty work shirt over his head, tossing it to the foot of his bed. He walked to his dresser to find an old T-shirt, but found another surprise with a very different note on it. He pulled off the sticky-note and quickly read it, recognizing that it was Carly's handwriting. His eyes went wider, surprised by the message:

 _Meet me in the studio at 9:30 – Carly XOXO_

"Damn…" He glanced at his nightstand clock and saw that it was approaching nine already. He quickly dropped the note then headed towards his bathroom, pulling off the rest of his clothes with each step. This was it. This was the night, he kept telling himself as the water started pouring down upon his body. His heart was beating fast, and while he thought about this stuff with the other girls, for Carly, he just felt like he needed to… prepare… more.

No matter how much soap and shampoo he used, the former tech producer never felt fully sure if he was clean 'enough' for the symbol of purity that awaited him.

After a quick shower, drying off and getting dressed, Freddie double-checked himself in the mirror, making sure he looked his best. He was clean shaven, his hair in place and his collar buttons undone to look relaxed and jeans fitting well and relaxed. He blew out a nervous breath then headed out of his room, picking up his keys on his way out to stuff in his pocket.

The former tech producer fired off a text to Jade and Tori to let them know that tonight was the night, which earned him two very different messages back. Naturally Jade had a more sardonic view of how fast all of this had escalated, whereas Tori seemed to be, at least in her words, unaffected by the news. It was the fourth text conversation he'd had with the tanned angel since lunch, but already he was feeling better about their direction.

He cut through the living room, glancing over everything to make sure nothing was left on and everything was in its proper place. He had no attention of returning until the morning and if anything was out of place before his mother returned, it would lead to questions that he couldn't honestly answer.

After passing over the apartment one last time, he headed out and locked the door behind him. He made a turn to the stairs instead of across the hall then took a few flights down before getting off on a random floor and heading to the freight elevator. He tapped the button once he arrived in front of it and waited.

The elevator doors opened then he stepped inside. He pressed the button to the loft and the code that would allow him to stop on that floor. He exhaled a breath as he rode the elevator, trying to remain calm as he was about to have a night he wouldn't forget, for good or (God forbid) bad.

The trip took longer than he was used to experiencing, but he chalked it up to his nerves getting to him, time simply dragging. He was about to cross a line he always wanted with Carly, but life had other plans for him, plans he was grateful that were working out, but this still felt like a milestone.

As he got lost in his thoughts about how he got to this point in his life, the door rose and he was on the former studio floor. He took a step out, turning to his left and stopped in his tracks. He took a deep breath and cracking a small smile as he laid his eyes upon the lovely, cute sight of his first love, ignoring the rest of the room, somehow set up as a little bedroom.

Carly stood in the middle of the former studio in a simple, supportive pink bra and loose grey pajama pants with pink hearts decorated over them. It was exactly the kind of cute/sexy line that the dark haired girl of his teenage dreams had mastered.

"Hey…"

The sweet and cute brunette bashfully smiled at him, brushing some of her loose brunette hair off her chest, glancing down at the floor as she felt a little exposed. She wasn't wearing any less than she was in a bikini, actually more so with the pajama pants, but there was the sweet tension each felt in the air. She glanced down at the floor, brushing some of her hair behind her right ear and bashfully greeted him, "Hi."

"Hello," he softly replied, not entirely sure if he already greeted her, still taking her beauty as if it was the first time he had seen her. In one way, it was. He didn't realize it then, of course, but lunchtime would be the last time he would see her in any way but this.

They stood there for several moments, just looking at each other and letting their feelings come across with their eyes and minuet differences in their facial expressions. He couldn't believe how incredible she looked with her soft, pale skin contrasting with her clothes, revealing her beauty in such a subtle but mind boggling way.

"I… ah…" He finally crossed the distance between them and took her hips softly in his hands. The longtime lovesick cameraman leaned his head down and rested his forehead on her crown. He kissed her forehead and whispered, "I got your message."

"Sorry… I didn't know how to… you know… send the message and not… sound…" She darted her eyes downward, avoiding his eyes for the most part as each glance showed her strange combination of nervousness and desire for him. She trailed a fingertip down his chest to you abdomen, focusing on his shirt. "It was Sam's idea… she snuck in to leave it for me."

"I guess I'll have to thank her later…" he grinned, trying to control his superspeeding heart, not wanting her to know how truly nervous he was. "Where… ah… is Sam anyway?"

"She just said she would give us space…" the brunette breathed in his scent, desperate to just bury her face in his chest and spend the rest of the night… week… month there. "I was just so… you know… worried and I didn't really ask… just didn't want to… ah… have any distractions."

"Smart…" Freddie chuckled, running his fingertips up her bare arms, passing energy onto his longtime crush, as if they were both made of electricity. "I'm just in… awe… of you… standing here… in my arms… so close after sooo long…"

"Yeah… I can't believe we're here… right here, I mean and not just here… you know… in the… studio and…" she softly laughed at the end, her cheeks growing a few shades pinker, shaking her head. "I'm just…I'm rambling…"

"It's okay. I know what you mean…" he kissed her hairline again, not pulling her too tightly, but committing himself to the moment. "I never thought I'd be here either… that I was ever going to share… this with you… you still want to do this, right?"

"Of course I do… we've… things have gotten in our way… timing, our own feelings… other people… so we've put this off…" the former host felt her breath catching in her throat once more as she continued, on the edge of shivering from anticipation, only still thanks to his surprisingly warm and strong arms. "We deserve to finally share this with one another…"

"But still… this is a big step…" Freddie whispered, his right hand moving up to her face to cup her cheek, his thumb nestling into the small dimple of her chin. He pulled slightly, to make sure she looked him in the eye as he asked the all-important questions. "If we… take this big leap… there might not be a way back…"

"I don't… want to go back… not to the way things were before I left…" Her hands continued to nervously run up and down his chest, but lifted her head to meet his eyes. Carly was well aware that her eyes were ones that always conveyed her feelings, ranging from pure joy to sadness to anger and everything in between, but right now, he saw desire for him. It was something he never really thought he'd see in her eyes. Sure, he had seen a little of it during their long distance 'relationship,' but here, in the flesh, it was quite real and quite stronger than some fleeting feelings.

"Ok…" he softly uttered, "… but I want this to be special for you Carly, so I will follow your lead… and you set the pace. We're not in any rush and I want you to feel comfortable, then I can make it all about you feeling special… I want it to be everything you want it to be… I can hardly believe this moment… you look absolutely beautiful."

"Oh… ah…"A bit of Carly's nervousness faded with his encouragement and compliments, as if he was pouring warm sweet honey all over her, showering her mind and body with his attention, and she softly replied with her beautiful smile returning, "Thank you…"

He barely had to lean in for the gorgeous brunette to push her lips the rest of the way to meet his, engulfing his mouth with her own. No matter how sweet his words were, this was a time of action and the embers in her gut were rapidly becoming a full-blown fire threatening to engulf them both. The pair let the tension simmer for a few moments, just staying in the moment before Carly focused on why they where here in that moment.

"You taste so… minty…" She tried to tug the bashful smile off her face, feeling like it made her less sensual and she wanted to feel sexy for him. She tried to smirk with every ounce of her sex appeal, biting her bottom lip as she looked up and told him, "Take your shirt off… and your pants, please?"

"Yes ma'am…" Freddie nodded his head, with a quick chuckle, then rapidly unbuttoned the two collar buttons and pulled the shirt up and over his head. He tossed it carelessly to the side then leaned down to slip his shoes off then stood back up to undo the belt and button to his jeans. He pulled down his jeans, leaving him in his boxers then straightened back up and pulled his feet out of the denim at his feet one at a time. "Guess I shouldn't have spent so much time picking out my clothes tonight…"

"Oh no… I… I was a big fan, but… this… I ah… really _really_ like…" Carly just looked at his muscular, handsome form and was just wowed with it for a few moments, appearing just like all the handsome strong guys she had fantasized about since puberty. She didn't think he was real for a few moments, lost in past fantasies where Freddie replaced everyone of the faceless guys. "I know I wasn't quick to notice the puberty changes… but wow…"

"I think we both," he punctuated by running his hand up her side, just to the bottom edge of the bra, but his eyes ignited her desire even more than his touch, "… missed out on a few things…"

"Uh huh…" The brunette finally cleared her throat and muttered in the least possible sexiness, trying to keep herself collected. "Would you lay on the bed now?"

"Ok…" The former tech-producer eagerly complied, walking over to the bed and lying on it, knowing what presumably was about to happen next, but not really believing it, his eyes remaining on hers. "This is surprisingly comfy… though a little lonely…"

"Patience…" she giggled, knowing it probably wasn't helping her sexiness, but he always had that kind of effect on ruining all her defenses. Carly began to stroll to him, trying to sway her hips a bit under the loose fitting pajama bottoms and trying to look sultry and confident even if she was so nervous that even her butterflies in her stomach were doing back flips. Who am I kidding, she thought to herself; I'm dying to get over there.

She didn't realize it, but her cute nervousness along with her being his first love on her way to share something magical were making her look like a dripping sex goddess approaching him. He could feel himself tingling down below and hardening and they had barely even kissed.

"Freddie…" Carly crosses her arms over her bare stomach, gently beginning to brush them back and forth over her stomach. "I want this… I didn't even realize I wanted this from you… during our friendship, our false start… being together, breaking up again… but it's always been you…"

"It's ok, Carly… I-"

"Please… let me… let me say this…" the brunette moved to the edge of the bed, looking down at her waiting 'prey' though pretty positive she would be the casualty by the end of this true fantasy. Her fingers danced along his leg while her left hand kept focused on her cute tummy. "For the longest time, I tried to deny how I felt about you… trying to date these awful people, but waking up with you on the brain. We were supposed to just be friends… but it was always… just a little more than that. Or a lot more… I was so unsure…"

"No denying it now…" he whispered out, and while she nodded, her eyes also spoke to her insistence that he let her get this message out. "Sorry…"

"Tonight… I am sure…" Carly slid her fingers up his leg, to his covered thigh, spending a few extra seconds to get a feel of the material before moving toward his navel. "No more denial. No more wasting time. No more stopping and starting what we should have had. That part of our relationship is over…"

Freddie just stared at her, getting closer and closer, nodding to her words, and trying hard not to tent the way too comfortable fabric of his Duluth boxers. He didn't want to say anything to once again distract her, but it was a struggle not to reassure her and pull her atop him and show him how similarly he felt.

"So, let's start something new… something I think I've been waiting my whole life for…" Carly slightly tilted her head to the right as she reached behind her back and undid the fastener to her bra. The material loosened a bit, but easily stayed on her body. She crossed her left arm over her chest while her right hand slipped off the left strap then the right strap of her the bra off her shoulders. "Starting tonight…"

She paused, her internal doubt roaring to the forefront again if she wanted to show this piece of her when she felt so inadequate in comparison to Sam and especially Jade after seeing pictures of her. The last thing she wanted was to be embarrassed, but when she saw the curious and clearly loving gaze in his eyes that she had seen countless times over the years, she knew it was alright.

"No fear…" The brunette moved her arm so each hand could cup under each breast then slowly lowered the material until her small, but soft pale chest was revealed. She gently bit into her bottom lip, waiting for his reaction. "No barriers…"

"Wow…" Freddie's eyelids widened as he spied her chest, visually taking in the smoothness and evident softness to her small, plump flesh. They were the perfect size proportionate to her body and topped with a pair of beautiful pink buds. In his subconscious mind, he compared her chest to Jade's chest, not in contrast of their sizes, but comparable softness, skin tone and color of their tips. He uttered the first thing on his mind, "You're beautiful Carly, absolutely beautiful."

"Really?" Carly's face lit up in relief, sighing out a bit of her nervousness, "You think so? I'm not too small… or-"

"You're perfect…" Freddie nodded his head and uttered in a soft tone, as if his words could caress her, "You're smooth and soft…" He added with a soft laugh, "…your tips look like they'd taste like bubble gum…"

"Bubblegum?" The former webstar slightly bowed her head and laughed, feeling bashful instead of embarrassed from the compliment. "You really think I'd be that sweet?"

"I don't know…" He smirked a little bit as he teased, "I'd love to find out…"

Carly let out a tension releasing giggle, making her feel more relaxed and to Freddie's eyes, more adorable appearing. She glanced down at her chest, suddenly feeling self-conscious again then looked back up at him. She took a deep breath then quietly asked, "I know Jade and Sam have… you know… larger and you sure I'm… not too small?"

"Of course not, Carly…" He shook his head and affectionately smiled to her, "Of course not. They're perfect for your figure." He waves her over. "Come here."

"I thought I was leading this?" she asked, eyebrow raised, though slowly moving toward him anyway.

"I know what a girl looks like when she needs reassurance…" he said, sitting up slightly, barely masking the effect Carly was having on him below the belt. "Get that light off and let me show you why you should be the most confident woman in Seattle…"

"I could not want you more right now, Freddie Benson…" Carly let out another soft giggle, feeling more relief than she could possibly imagine. She quickly reached over to the light switch and flipped it off, leaving only the nightstand light on and the starlight coming in through the windows to illuminate them. She slowly walked towards him, the distance and steps to the bed feeling like a harrowing journey into the unknown, yet over in a moment as she reached the edge of the bed. She crawled onto it then onto him, straddling over his pelvis then leaning down to cup his cheeks and planted a soft, lingering and affectionate kisses. "Can't get over… how good… you taste…"

"Speak for yourself…" Freddie palmed over her back and down her ass, gently squeezing it through the pajama pants as he lazily returned the kiss, exchange soft, sweet and quick kisses. "I can't believe how good you feel… taste… smell… look…"

"Not the way I sound?" she teased, leaning in to take his lower lip between her own. "I was hoping… for all five senses… you know…"

"You know I love the sound of your voice…" he whispered, pulling her closer and lowering his mouth to her jawline and neck's edge as he teased. "And I can't wait to hear the kinds of sounds you'll make tonight…"

"Ohmygod…" Carly shuddered, feeling her body get nearly electrified with just a few words. Sam wasn't kidding about the way he would talk her into losing her mind. "Your voice… it's so hot… you check all five of my boxes… and I don't think you're even trying…"

"I wanna conserve my energy…" Freddie taunted, his right hand moving up the back of her neck and into her hair as he pressed his lips to her throat, kissing up to her lips for a quick deep one, "… for other things…"

They would trade the lead several times, eager to taste the other then slow down then the other would kiss a little more aggressively as if to literally try to make up for years the number of kisses they missed over the years.

"I wish… we had… this kinda time… when I was here…" The brunette started whispering between kisses, "This is… way more… fun… when we don't have to rush… and you're not in casts…"

"No rush here…" He smiled back into the kisses, easily understanding her meaning about the last time they were in this position he was in a wrist and a leg cast and very little mobility. He was in a robe and she was fully dressed; oh how things had changed. "It certainly is… I can feel everything and can actually move. This feels… fantastic…"

"Honestly…" She laughed out, her breath puffing on his nose and mouth, "I'm certain feeling something… but fantastic… doesn't seem to cut it…"

"I do too… feeling like this… feeling this close to you and not just physically… always felt there was… just some gap where we could never really cross," he replied, placing a few more affectionate kisses on her cheeks and chin. "Not anymore though…"

"It took me a while to realize that too… always kept just a bit of barrier between us…" Carly grinned between the kisses, relaxing into the gentle neck massage he was providing. "I guess I was waiting for that one guy so I could stop feeling like I wanted my best guy friend… and always failed to realize that you were that guy all along…"

"We have a lot… to make up for…" He reached up with his left hand and brushed his thumb over her right cheek. "But it's okay… we have now… we have tonight…"

"Yeah… we do, so… I want to feel you this time… all of you…" She needed to add the clarification as much for him as herself as she wanted to push the idea of what she wanted to happen tonight. "I want what we never got a chance to do either time… we more than deserve to make up for it… don't we?"

"We do…" The former tech-producer nodded and planted a playful kiss on her nose then replied, "Okay… we are…"

"Not sure I will ever get enough…" she giggled as he planted a few more kisses on her lips where she easily picks up to meet the slow, tender kisses. "Mmmhmmm…"

After a dozen or so traded kisses, lips and tongues teasing one another, Freddie broke the kisses, cleared his throat, feeling his nerves tingling in his limbs and extremities.

"Carly…" He could feel his heart thumbing in his chest and a bit of goose bumps forming on parts of his skin over firm muscles. "I don't want to rush… but may I, ah… taste you? I don't just mean… this… but all of you…"

"Oh, I… ah…" the brunette froze, caught completely off guard at the request, and as the words echoed in her mind as he looked to her for a response, she felt herself grow more excited than ever. "Well, I…"

"Nevermind…" he shook his head and resumed kissing her jawline. "I am being too forw-"

"Yes…" Carly swiftly cut him off and sat up a bit. "I… would very much like that…"

"I'll take my time… and you just tell me… if something's wrong or if I do something that doesn't work…

"Pretty sure that's impossible…" the former host whispered as she moved her body up and attempted to remain still for his exploration, planting her hands on his shoulders and allowing Freddie to move up the sides of her torso until he palmed under her small chest, something that he had been dreaming about for years. His strong hands molded over them, her hardened tips pressing into his palms that caused her to gently sigh. The strength was considerably different feeling than when Tasha touched her or Sam massaged her chest even with her strength. There was something indescribable to his touch and just got lost in it. "Unnnghhmmmhmm…"

"You have such an incredible body, Carly…" He teasingly massaged her for a few moments before pulling her up to slide up his body. She reached up and braced her hands on either side of his head while he lifted his head up a bit, allowing him to finally after all these years start peppering her soft, plump chest with butterfly kisses. He groaned at the softness, the sweet taste of her skin, moving his lips over the soft swell of breasts. Freddie moved over the right one, moving in a spiral with kisses and flicking out his tongue to taste her skin. "Your body just doesn't disappoint…"

"Uh huhhhh…" The brunette closed her eyes and breathily sighed, shivering from the sensation of his lips on her skin, but then she let out a soft little yelp when he latched his lips around her left nipple and started gently suckling. She shivered and gripped the pillow an either side of his head. "Aiighhunnnghhh…"

"Mmmhmmm…" The handsome teen parted his lips further, mouthing over more of her breast to suckle and let the tip of her tongue over her hardened pink bud. His right hand remained busy and playfully massaging her chest. "So sweet and warm… I want to devour you…"

"Uuuaaahhh… nnnnuuuaggghh… Freddie… Freddie…" she sighed and moaned louder as her body really began to tingle then kicked up a notch when he released his lips off of her and moved his lips to circle around the nipple with kisses and playful licks. His lips moved back over to her other breast, repeating the kissing, licking and eventual suckling on the other hard teat that left her skin covered in goose bumps and a fine film of his saliva, while his hand attended to that one. "Oh goddddd… feels so good… don't stop…"

"I don't think…" he started before diving his face back in to suckle her taut teat into something harder than he was, "… I could if I wanted to…"

"It's… it's almost… too much… aiiggghunnnghh…" She shivered more and more, huffing for breath as he gently works her chest, moving back and forth to each breasts, particularly teasing the stiff nubs. She felt tingled all over her body and didn't think she could take anymore pleasure before exploding, so she dropped her chin and looked down at him. "Freddie… Freddie… I want… to… taste you too… please…"

"Mmmhmmm… let me… find a stopping place…" Freddie teased, ceasing his kissing and sucking with a particularly hard suckle and let her slide back down his body, allowing her to partially slip off and press herself against his side. "But I am not done with your body by a long shot, Carly Shay…"

"I'm good with that…" Carly looked up at him, wearing a playful smirk on her face before starting to kiss down his chest. She took her time kissing over the strong pectoral muscles, still impressed after all this time that he could have become so fit and muscular. "How are you not ripping out of your shirts?"

"Buying quality shirts, I guess…" he teased as she smirked and rolled her eyes before rubbing her lips over his own nipples. "It's no fair how sensitive mine are… and what you just did…"

She continued to trail butterfly kisses down his body in a zigzag manner, moving over his defined abdomen muscles. She paused to kiss around his bellybutton a few times until she reached the waistband of his boxers. Her giddiness dampened for a moment as she felt a wave of nervousness as she knew what was coming next. She pushed that down with an audible gulp then hooked her fingers over the waistband of his boxers to slowly start to tug them down.

"Wait… before you… do that…"Freddie would had to be a blind man not to see the nervousness on her face, so he reached out and cupped her cheek, playfully brushing his thumb over the cheekbone and assuring her, "I want you know… you don't have to do that… I don't want to pressure you into thinking you have to do that just because… you know… what you may have heard or maybe seen… I don't need that for this to be 'special' or whatever you might think."

"I… ah, appreciate that…" The brunette snorted out a breath, her grin returning then replied, "I'm a little nervous, but I want to… this is part of sharing this time with each other…"

"Are you sure?"

"I'm sure… let me… take care of you…" she answered with a playful smile. She picked up on continuing to tug on the boxers to pull them down, first pulling them over his hips until the spongy head was revealed then more and more his shaft was exposed inch by inch. She finished pulling until his balls were exposed and the material was halfway down his thighs. She paused, taking a deep breath at what she saw. The appendage was quite different from what the young woman expected, yet not. It obviously looked like it was supposed to appear from various materials, and unfortunate sight of seeing Gibby's during their nationwide broadcast, but this was different: she was up close and personal with quite a real one of flesh and blood and one that was half-hardened and belonged to the young man she was about to share her first time, leading her to wonder instantly how it might fit anywhere. "It's… wow… I don't know how to… it's beautiful though…"

She slid her right hand over his left hip until she gripped his base, feeling the odd combination of softness, but growing stiffness. She tried to process the sensation her that her palm felt at holding his staff as it wasn't something she had any real reference to other than feeling one of Tasha's latex toys and even that wasn't entirely comparable.

"Unnnghhmmhmm…" he groaned out, leg twitching for a second. "You have… really soft hands…"

As her mind was trying to process the feeling, her body was instinctively drawn to it and she stuck out her tongue. She slowly licked above her hand that gripped around his base to the underside of his glands then closed her lips. She paused to savor his manly taste with a hint of his body wash, smiling as she was grateful for his tendency for cleanliness. She parted her lips and gave another broad lick from her hand up one side then another side of the rod like she did popsicles during the summer.

Sam had gone on and on about his taste and while she wasn't sure it was the greatest thing she'd ever tasted, she definitely didn't mind it, and felt like she wanted more. This was what the 'oral craze' was all about and she certainly understood.

Carly started getting so lost in her steady lapping over his shaft, she failed to really hear his stifled groans or that he was starting to twitch and steadily grow from her attention until he was at nearly full strength. She swallowed with her nervousness coming back up, seeing his girth her fingers almost wrapped around and his length. Despite more of Sam's descriptions, she really wasn't ready for what was before her. He was bigger than she imagined, but not monstrously big like in some of Spencer's movies, yet she still questioned if she would be able to handle him at all.

"You are so hard… so good… mmmhmm…" The cute brunette pushed that apprehension down and continued to lick at him several more times until she moved her mouth up to his crown and cautiously started licking over his bell. As her pink muscle swirled around his crown, tasting the first droplets of his precum—which tasted a little sweet to her, she tried to focus on some of the tips Sam had given her. "Sweet and salty… smell so clean…"

She swirled her tongue around, really lathering the crown before she parted her lips then wrapped around them over his crown then suckled with a whimper, savoring the taste and texture of his mushroom head within her stretched, full lips.

"Oh fucccckkkk…" Freddie closed his eyes and softly groaned out, the sensation traveling down his shaft into his balls was a welcomed feeling. He moved his hand down and pawed over her crown, gently brushing over her hair a few times before he rested it on her head and letting his fingers slip through the dark locks. "Your hands… use… stroke, baby…"

"Mmmhmm…" The sound of his grunts and groans driving her to be better and she wanted to give as good as she got. Carly started taking more of him into her mouth, working toward a third inch while her hand started gently stroking the sizable rest in a corkscrew motion, working a bit of her saliva that she started letting slip from her lips, remembering Sam's point that he needed to be well lubricated when enjoying him. "Unnnnnnghhhhhuhh…"

She stopped when she felt his tip tap the back of her throat then carefully withdrew, trying not to scrape him with her teeth then slowly moved back down. The good girl had to practice a few times before she gently started bobbing her head on him. She moaned and whimpered, lapping around his crown and shaft between suckles. Now Sam's comment on how great blowjobs were seemed to make a lot of sense, getting hotter and wetter as she listened to pleasure coming from him.

"You have… no idea… how…" After about a half a dozen bobs, she pulled off his shaft and kissed his crown. She bashfully looked up at him and commented, "I've… I've thought about sharing this with you… for such a long time…" She paused between her words to teasingly lick his mushroom head to lap up his increasingly flowing precum, "… worshipping you… rewarding you for being so good..."

"Oh… ah… wow…" He looked down his chest with a curious gaze, questioning with clear curiosity, "Really? You have?"

"Oh yes… I've thought about how we might have shared this when we were together… the first time around or maybe… all that time after, but before I left… the, 'what ifs.'" Her brown eyes had a playfulness about them, but she was definitely being sincere as her tongue danced along his little eye, stroking slowly. "I considered it after the taco truck thing… if you weren't so injured… I wanted to… taste my hero…"

"Unngnhhh… god… me too…" He nodded his head, thinking of the same thing for their all too limited time together. His words were momentarily caught in his throat as Carly bobbed deep enough, moaning up a storm to try to catch his crown in her throat. Her right hand continued to stroke him, a technique she clearly had picked up from Sam with the surprise expertise while her left hand brushed up and down his thigh. "Shitttt Carly… that's… that's unnghh..."

"Sam said…" she whispered, trying not to cough as she pulled off of his rod, "… that she could take you all the way… I can't even… get half…"

Before he could even respond, she pushed herself further again, trying to get to a possible deepthroating but he knew it was unlikely for her first time. Freddie cupped the back of her head, lacing his fingers through her long, nearly straight brunette hair. He placed a gentle pressure on her, going along with her motion, but he could quickly tell she was having trouble by her unsteady motions. She was either trying to take him too deeply or accidentally scraping him with her teeth along his shaft, taking away from the potential pleasure. He wasn't particularly concerned as it was his first love doing it with genuine desire, but he didn't want her to feel stressed out about the attention. He could already see her cheeks flushing pink with the effort and the last thing either of them wanted was to get tired out or sore. Not yet.

"I can't…" Freddie tightened his grip over the back of her head and hair between her fingers so when she lifts nearly completely off of him, he gently tugs to get her attention, "… let you have all the fun..."

"What?" Carly pulled off of his crown with a pop, looking at him with a curious gaze. "Did I not do good?"

"Oh, definitely not… you were amazing and I could spend all night between your lips… feeling your hot mouth and tongue…" It really was true, and the couple issues she had didn't warrant being mentioned here and now. With any luck, they would share the act again and he would coach her more. "I want to show you how appreciative I am of you wanting to share this with me and… give you a real treat of your own. Besides, I need to cool off if I'm going to… do things soon…"

"Ok…" Carly muttered, feeling a little disappointed but the promise of what was to come certainly gave her something to focus on. Once again, Sam was all inside her head, telling her all about how good Freddie was at performing oral as well. She had faith that he wouldn't disappoint but with Tasha and Sam to compare… the bar was kinda high. "But like you said… I'm not done with you…"

"I wouldn't have it any other way…" He sat up, gently pushing her up to kneel between his legs. He gave her a reassuring smile, kissed her forehead then pulled his legs up then around her body so he could slide off the bed and kneel in front of the edge. She instinctively turned and scooted towards him, allowing her legs to hang off the edge on either side of his arms.

Now this felt like opening the Ark of the Covenant for the former tech producer, his hands moving up and down the pajama pants simultaneously eager and fearful to remove her clothing and leave her as naked as he was. Freddie could smell her arousal now and he couldn't deny a certain hunger for the woman he'd longed half his life for.

"I can't believe I'm here…" he whispered, digging his fingers into her waistbands, hoping to remove both at the same time, knowing that he might not have the nerve repeating the movement again. "I've wanted to taste you… to use my mouth on you… for so long…"

"Me too…" she moaned, sitting up on her elbows and watching him, the anticipation on the verge of killing her. Of course, she was worried that he might not like the way she looked or tasted or whatever, but there was a certain relief knowing that Freddie would make her feel perfect regardless. "First guy… who has ever… done this…"

"Then I guess the pressure's on," he muttered, gradually pulling the pants further down, slowly revealing her mound in the minimal lighting, followed by her neatly shaven lips. The meaty pink outer labia really did look as delectable as her upper lips, and he could tell she was as eager as he was. "Your… pussy… sorry if that's crass… looks so good, Carly… so pretty and pink and shimmering…"

"You got my… pussy… really wet…" she tried to speak between quivers and moans, feeling every hair stand on end as she could feel his eyes exploring her sex; not in some critical way, but the way a child looks at a brand new toy, examining every inch for his favorite part. "Please… please don't make me beg…"

"I figured that might come later…" Freddie teased as he pulled the underwear and pants off and passed her another glance upward then slightly tilted his head to the left as he brought his mouth to her bare mound. He softly breathed a warm breath against her entrance, hearing her giggle and feeling her thighs shake a little bit. He took a slow breath, breathing in her natural fragrance that smelled fresh and sweet, like a ripe peach mixed with some jasmine, a scent unlike any of the other girls', then placed a soft, chaste kiss on her entrance. "You smell incredible, baby… I may not stop devouring you… until morning…

"Fredddddieeee…" A soft giggle escapes her lips, a beaming smile forming on her blushing face. She palmed her left hand over his crown, affectionately running her fingers through his hair to playfully scratch his scalp. "I don't think I could stop you… but I want… tonight to be more than just… this… ok?"

"Of course…" He smiled against her sex then stuck out his tongue to take a slow, tentative lick from the bottom of her slit to her hood, gathering some of her faint dew that had accumulated on her flower from her attention on him. He softly moaned at the sweet taste of her arousal, gauging it as just barely sweeter than Tori, but not quite sweet as Cat—who might as well give someone diabetes with her sweetness, with just a touch of tang. He couldn't help but punctuate his words as he treated her like a dessert. "Mmmhmmm… Carly… you taste… so good…"

"Ooooohhhyyessssss…" Carly closed her eyes and slightly shivered from the initial brushing of his tongue over her, gently tightening her grip over his crown and letting out a soft, sigh, almost whimpering. Her skin over her inner thighs and pelvis started tightening, forming goose bumps and her breathing slightly hitched, picking up as he slowly explored over her entrance. "Unnnghhmmmhmm…"

"Unnghhlluuuhhhhllhhuuhlllhuuhhhuulllhhh…" He worked in his tongue between her folds, lapping up and down her slit to work inside her tight entrance until he was mouthing over it. The young man may have been teasing when he first said that he wanted to do this all night, but it was feeling more and more like a true desire- Carly tasted so sweet and inviting, and he could even feel her clench against his tongue. He softly hummed as he slurped and rolled his tongue inside her, getting to the source of her sweet nectar. His hands brushed up and down her thighs, trying to soothe away the forming goose bumps and keep her warm. "Mmmmnnmghhhhlllunnghh…"

"Uuaaahhh… mmmmaaahhh… nnnnuuuaaahh…" she softly sighed, the pitch in her voice slightly rising as the pleasure built throughout her body and needed an outlet. "OhmygodOhmygodOhmygooddddddddd…"

She laid back, relaxing across the bed as the pleasure quickly built up inside her lower pelvis, spreading throughout the rest of her body as she had already been on edge for most of the afternoon and didn't have much in the way of stamina as the others. Her breathing picked up more, her small chest rising and falling with two nearly painfully hard tips topping them off and her cheeks flushing a brighter and brighter pink hue. She palmed over her right breast, gently massaging it while her fingertips and nails continued to playfully scratch his crown encouraging him to 'take what was his.'

"Unnghhmm… you taste… so fucking… delicious, Carly…" Freddie's long tongue pulled back from exploring her depths and teased around her love button, smearing some of her juices and his saliva before taking a few careful laps on it. As he distracted her with the teasing muscle over the bundle of nerves, he slid his right hand up her thigh, over her torso and palmed over her left breast. He gently, affectionately massaged it, molding it into his strong palm and flicking his thumb over the hard bud. "I feel it… cum for me… Let me drink you…"

"Oh… ohhhh whoooaaa… I'm… I'm… unnghhh… aaiighhh…" The combination of attention set off the livewire that was her nerves to this point. She quickly reached for the pillow to her right and grabbed it, pulling it over her face to cry into it as her release overwhelmed her. Her cries were muffled into the material as her body bowed up a little bit, pressing her shoulder blades into the mattress and crotch to his face. "aaaaiigghhhgrrr…"

"That's it, baby…" He pulled his mouth back, just letting him catch any gentle flow of juices and let her ride out her release. "Mmmmhmm… I got you…"

She felt her vision white out even if her face was covered with the pillow, her body feeling exhilarated and tingling all over. Her muscles, even throughout her limbs, contracted and loosened in short order until the tension was released and she relaxed back onto the bed.

"Your nectar… deep inside… is soo sweet…" He gently licked her clean as she waded into her afterglow. She felt herself just floating in water or air, moved along at the slowness of puffy clouds passing though the bluest sky. "I… I need more…"

After licking her clean of her nectar and sensing that her sensitivity had eased off, he picked up his affectionate lapping. He started from the outer edges of her opening, working back himself back to her center, sliding it up and down between her folds.

"Mmmunnnghh…" Carly slightly squinted, her eyes remaining closed as she felt the attention and her arousal began to climb again. She softly uttered out between catching breaths, "Freddie?"

"Mmmaaa," he initially groaned against her entrance before he softly whispered with a quick lick over her entrance, "…just want to give you all the pleasure you can handle… I want to show you how much I want to do this with you…"

"Uh huh… I… I definitely… definitely feel that…" the former web star mewed as she felt her core tense up once more, signaling another trip up the mountain she'd just tumbled off of. She wanted to tell him to stop and make love to her. To quit licking and fuck her, if her more wild side was doing the talking. But all that came out was, "D-Don't stoppp…"

"Mmmunnngghhh…" He picked up his lapping, not even worried about an answer, so focused on her sensitive core, but this time with a new zeal to it as if her center was ice cream on a hot summer day, which wasn't an entirely inapt comparison as her sweeter juices started seemingly flow from such eager attention. He gently worked his tongue back between her folds and really started lapping in circles, groaning with the pleasure of her taste and the simple act that he was getting to share this with her. And if he wanted her to really feel something, he was going to give her his signature move, prepping his lips to hum as he licked and trace letters. "Hmmmmnnnmmmnmmmmm…"

"Oh fffffuuunnngghhh…" Carly begins rolling her head from side to side, feeling like she's coming unglued with the constant tingling, pleasurable sensation traveling from her core to the rest of her body to make her extremities. Her shins started rising, straightening her legs then relaxing to rest the back of her knees on his shoulder, her toes curling and relaxing while her hands palmed over his crown and nails dug into his scalp. "S-s-soooo close… I… I can't… I can't…"

"You can… and you will…" Freddie moved his lapping up towards her hood, circling her external bundle of nerves then wrapped his lips around it and gently suckled it like a piece of hard candy. His pointer fingers joined his thumbs to roll her pink buds between his digits. As he makes a meal out of her, his tongue exploring her depths as deeply as he can manage, his hands brush up her body and palm over her breasts. They pick up gently massaging the small, soft mounds of flesh with his thumbs brushing over the pink peaks. "I want you… happy… horny and more satisfied… than you ever have… and then… I'm gonna… make you mine…"

"Shhhhhhitttttttt… unnghhh… I…" The last combination, with words, clitoral stimulation, and her peaks' attention, was too much for the brunette, reaching once again for the pillow just in time, pulling it over her face as her second and more powerful release overwhelmed her. She shivered hard, practically trembling as her nerve endings throughout her body felt as if they were on fire and flooding her brain with endorphins. She felt as if she was detaching from her body, her mind and soul floating up and moving with the clouds once again, as she softly screamed through the material. "unnnnghhaaaiiighhhhh…"

As her mind was in the clouds, her body fell back to Earth and collapsed onto the mattress, sinking into it. Her extremities twitched and nerves felt hypersensitive, her body appearing to be in the after effects of a seizure.

If this were Jade, or Sam, or maybe even Tori, he wouldn't think twice of driving his mouth back onto her, keeping going and ripping a third from their bodies, using only his mouth, but Carly was different. Just because she looked like a porcelain doll didn't mean she was breakable… but she did have her limits, and until he knew them… he didn't want to break her on their first, and possibly only, night.

After the wave passed through her wretched body, she collapsed onto the bed, heaving for breath, making a wheezing sound as her breath passed through her pink, puffy lips. Her eyelids fluttered and licked her lips as she felt pure euphoria and wouldn't mind just falling asleep, but she felt soft kisses on her inner thighs and strong hands affectionately palming and squeezing her breasts to remind her that Freddie was still with her.

"Freddie…" She reached down and palmed over his left shoulder, trying to tug him up to her despite her limbs feeling like overcooked spaghetti. She breathed out between drawing deep breaths, "Freddie… come… here…"

"I'm right here…" Freddie smiled against her inner left thigh then stood up. He slid into bed with her, gently pulling her along so they lie together in line with the bed. She closed her eyes, a smile dancing on her face as he affectionately brushed his hand up and down her smooth stomach, placing gentle kisses on her neck, jaw line and cheek. "I'm not going anywhere…"

The former we show host simply grinned and surrendered herself to his touch and kisses, just savoring this overwhelming feeling of safety, happiness, and love. After what seemed like an eternity, Carly finally opened her eyes and looked to his handsome face. She spoke barely above a whisper, her joy lacing her voice, "Hi."

"Hi," he sweetly answered her, placing a kiss on the corner of her lips, allowing a little of her own release to slip across her lips. "Did I… meet your expectations?"

"That was… wow… I can't… I don't know how to…" She snorted out and giggled again, snuggling her forehead against his cheek, feeling like she couldn't possibly get close enough to him. "I can't find the words to put into the places…"

"Put into words?" Freddie grinned and brushed his thumb over her cheek, the tip at the edge of her lips. She kissed it and softly suckled a little at the end. "Is that what you were going to say?"

She bashfully nodded her head, treating his thumb like a makeshift pacifier as she tried to gather her mind still.

"You don't have to. Say anything, I mean…I just wanted to show you how special you are to me… how much I've cared about you all these years and make you feel good… if I left you speechless, well…" He softly chuckled, "I think I got my wish."

"Pretty sure this… is better than any wish…" She joined him with a soft giggle, feeling more relaxed than she could ever imagine. She felt a twinge of regret however that she had wasted so much time, that they could have spent their time sharing 'this' rather than just ignoring him and going for any other guy that crossed her path. The feeling stung especially hard in knowing that he belonged to someone else, perhaps two… or three… someone else's, but any lingering hurt feelings were being eased away with his presence and his strong body pressed against her side. "I don't know how… you made me feel that good… Like so flippin' good, I can't even…"

"Just the beginning, Carly…" Freddie's right hand lazily brushed up the outside of her right thigh, over her hipbone, her side and up to the outer curvature of her breast. He lazily thumbed over her breast, teasing her hardened bud that hand never really relaxed. "Assuming you still want… this… for us to…"

"More now than ever…" Carly in turn brushed her hand up his side, over his hip and let her fingertips graze over his rod, feeling his waning, but still considerable strength and twitching a little bit. She realized with his weakening that she better not wait unless she wanted to have to prep him again, though on the other hand, she did enjoy the intimacy of sharing such an act with him. However, she didn't want to put off what her body craved any longer. She quietly stated, "I'm ready now."

"Are you absolutely sure?" Freddie kissed her forehead then whispered, "There's no pressure… no rush… We can lay here just a little bit longer if you need to. I could tell that certainly took a lot out of you."

"I'm good, I'm ready—more than ready," she answered, the confidence in her voice growing with each word, as the lustful thoughts began to fill her mind. "I don't want to wait…any longer… I want to feel it… feel you… making me yours, Freddie Benson…"

"Okay… but there is something I have to bring up. Do ah…" He paused, took a deep breath then awkwardly finished, feeling far more nervous than he recalled with other times he shared this with others, "…do you want to… do you want me to put on a condom? I brought a couple and-"

"No…" Carly immediately knew the answer and shook her head, her dark locks brushing back and forth over her cheeks. "No, no condom. It's alright; I'm on the pill and you're my first and… I know you're fine. I just… I want to feel you with nothing between us. Is that alright?"

The tension in her chest and stomach tightened with her question, apprehensive with what he would say as she had such mixed feelings about what he could possibly respond with after having multiple partners and this was all new for her.

"Yeah… of course…" Freddie nodded his head and answered, "That's fine. I just wanted to know what you wanted to do. I just want you to feel comfortable with what we're doing, because this is… ah… well… I guess it's ah… something I can't put into words."

"Then stop talking…" Carly studied his eyes for a few more moments, seeing only love and affection and her wellbeing on his mind. She moved her hand off his hip and up to his cheek as she lifted her chin to place a soft kiss on his mouth then another then another and soon he's trading them for some sweet, affectionate exchanges. "Mmmhmmm… better…"

As they kissed and snuggled against one another, Carly couldn't help but feel his rod rubbing on her thigh, trying to maintain its strength. The sensation nudged her to go ahead and slightly shift her body, throwing her left leg over his hip then finished shifting her weight, balancing by placing her hands on his chest, until her cute little bottom was sitting on his abdomen and his rod sliding between her soft cheeks.

"I know… I'm talking too much…" Freddie rested his hands on her hips, assuredly smiling up at her with his loving gaze. He maintained his eye contact with her as he rubbed his hands up and down her sides several times, letting his thumbs over the outer curvature of her breasts. "But this is THE first time… you can't go back from this…"

"I don't want to…" Carly playfully scratched over his chest and down his abdomen, psyching up herself, grinding back against his manhood with her cute, tight ass. She finally worked up the nerve, slightly lifting her body up with her knees. She slipped her hand between her legs, taking a hold of his rod to line up with her entrance. She brushed the crown back and forth over her slick slit, passing a glance down to meet his eyes. "Ohmygoddd… ungghhh… I… I don't know how… how I'm gonna do this…"

"It's ok… things might just be…" He saw the look of nervousness and apprehensiveness. He moved his hands back to her sides, assuredly brushing them up and down. "You know what? We don't have to go this far… we can stop right now if you want."

"No… please don't talk me out of this…" the former web star shook her head and whispered, "No, I want this… we've waited too long to share this…"

"Just… just take it slow… make sure you're… you know… wet enough…"

"I'm a big girl…"

She made her point by lowering herself, putting pressure on his mushroom head until it popped past her slick, yet tight petals. Carly squinted and bit into her lower lip, whimpering from the sudden sensation of pain of something that large entering her. She took a few quick breaths, attempting to settle herself as just having that inch or so inside her hurt, more so than she could ever recall feeling before.

"Unnnghhhh!" her face contorted and Freddie wanted to grab her, pull her to the side and just cradle her, never wanting to cause any kind of pain to the sweet girl. The soon-to-be-former virgin planted her hands on his chest and just looked at him, trying to fight the pain off. "Lots of… stretching… sooo big… thick… not like… not like fingers…"

"Yeah… big difference… but I've got you… you need to stop, just say the word…" Freddie maintained his grip on her, holding up her bodyweight so she couldn't accidentally slip further down until she was ready. The mere mention of stopping caused the dark haired girl to shake her head like she was fighting the very concept. He then simply assured her, "You're okay… you're okay… take your time."

"Just be… patient… with me…" her quivering lips managed, looking into his golden brown orbs seeing nothing but love and care that she'd neglected for far too long. If she wasn't already sure she wanted tonight to happen, this was the moment she knew she _needed_ it. After about a minute of just remaining like that, steadying her breathing, the sound filling the room, and mentally preparing herself, she slowly settled down. She gave him one last look, assuring him that everything was alright then slowly sunk a little further, causing the crown to push against her innocence then through it.

"Carly!" he almost shouted as he felt the barrier give way and the color drain from her pink face.

Her eyes went wide and her jaw went slack. She attempted to scream, but the pain was so intense, any sound she tried to make caught in her throat, so she let out a silent scream. Her fingers curled as her hands braced on his abdomen, causing her nails to leave a trail of angry red marks down the skin.

"I know… and I'm so… so sorry…" He brushed his right hand off her hip, palming over her lower pelvis and gently rubbed his thumb over her hood, teasing her love button a bit to try to get the pleasure going through her. "You're okay, Carly… you're okay… I'm right here… I'm right here…"

"Hurts… hurts so bad…" Again, they took their time for her to work past the feeling—the sheer pain—her body was experiencing until she was able to sigh out deeply and nod her head that she was ready to continue you. It might have taken a few seconds or a few minutes, but neither one seemed concerned with time, only the moment of penetration, and soon pain gave way to more simple pleasure, feeling empty. "M-m-more…"

"Going slow…" He lifted her up just a bit, revealing a smear of blood around his shaft. He smiled up at her, keeping her reassured and reached over to the tissue box. He grabbed one or two then started cleaning his shaft of the red drip. He sweetly cooed to her, "It's alright… you're alright… we're alright… You'll never… never have to feel that… feel that break… again…"

"I…" She looked to him apologetically, but he quietly shushed her, indicating she didn't have to say a word. He tossed the tissues in the trash and just maintained his hold on her hips and picked up affectionately brushing his thumb over her love button. "Mmhmmm…"

"That's it… that's just what you needed… just feel my body…" The gentle direct attention on her bundle of nerves is doing a fair job of battling the pain and relaxing her to allow pleasure to take over. He just continued to tease the sensitive nerves while his other hand firmly gripped her hip. "We can make love all night long once you're ready… no rush…"

"Ok…" After what seemed like an eternity, Carly licked her lips and gently nodded her head for him to continue. She locked her eyes on his eyes, though she desperately wanted to close her eyes with the strange combination of feeling that was coursing through her. It was like sleepiness, but mixed with the desire to cover herself in a blanket made of her lover, and just surrender to every feeling and desire. "K-keep going… I need… need more…"

"Just breathe…" He griped her hips tighter for control then helped her slowly sink down the next couple inches on him until the halfway point down his shaft, whispering affection and encouragement, "You're doing great… uuugggghhh… Carly, just… gggrrrraaahhh… so damn tighttt… great… whheeww…"

"Frrrrrredddddddieee…" The brunette whimpered out, hearing and feeling him shiver a little bit, "Are you… are you alright?"

"It's… it's ok…" He cleared his throat before uttering, "I'm good… you're just so tight… maybe the tightest I've ever had… and so warm… hot… you feel… just… beyond words…"

"Yeah…" She finally cracked her first smile since he entered her and remarked, "The feeling… is… _beyond_ mutual…"

"Just… just moving a little more…" He nodded then slowly pulled her back up, noticing just a little smear of blood on him, but ignored it as he slowly lowered her down again. He repeated this several times, sweetly whispering to her as their eyes remained locked until she slowly started riding him with short, shallow thrusts into her. "You're so beautiful, Carly… so hot inside… squeezing me so tight… my pretty little Flower… open… open up those petals for me… let me deeper… deeper inside your garden, baby…"

"Aaaahhh… uuuaaahhh… yeeesss… Fre… Ffffredddiieee… mmmmaaahhh…" her whimpers of mild pain started to turn into moans of pleasure and contentment. Her hair softly bounced around her face, on her shoulders, and some falling in front of her chest. She continued to moan and coo as the pleasure slowly built back up again, yet stronger than when he was feasting on her sweet peach. "Ssssssoooooo gooooodddd…"

After what was a dozen or more 'gallops', she had to lean down, bracing herself with her forearms against his chest, gripping over his shoulders. She crashed her lips against his mouth, moaning and whimpering into her as the feeling stoking in her belly continued to raise her temperature and desire.

"Aiiggghhhmmmnmmmunnghh…" As they traded moan and groan filled kisses, she slowed her pace in riding, more sliding down his body to sheath him, lifting and lowering her cute, tight ass. His hands moved from her hips to cup her ass, the cheeks filled his strong hands, beginning to pull her apart and help her along. He groaned into the kisses, each tilting their head in opposite directions as they exchanged sweet kisses. She continued to whimper and moan into the kisses, the feeling inside her building and building as his shaft slid across her silky, slick walls, stretching them apart. She whispered between heated, emotionally filled kisses, "Don't… don't… stop… don't stopppp… mmmaaahhh… nnnaggghhh…"

"I won't…" Freddie gave her a series of quick kisses and replied, "I won't… gggrrraahhh… I won't… I'm right here… I'm right here… mmmmgggrrrahhh…"

He helped her along in her gentle riding, his grip on her ass firm, but quite loving with the addition of pressing his heels into the mattress and slightly lifting his pelvis to meet her downward pushes. The effort caused him to slip a little further into her sleeve, stretching her already tight sleeve a little more and causing her to whimper louder.

"Ohhhhhh ffffucccckkkk…" she cursed, her voice reaching a surprisingly high pitch. The feeling was just too good for Carly and she desperately wanted more, so she willed herself to sit up holding his shoulders for support. He moved his hands from her ass to cup her hips then slid them up and down her sides several times before his left hand remained on her side and his right palmed over her budding breast. He gently massaged the small mound of flesh as she pushed up with her knees and her hands on his chest to slowly start riding him again. "Touch me… touch me, Freddie… please… I… I'm yours…"

She took more than a minute with awkward riding until she finally settled into a slow, steady 'gallop' on him, letting more and more of his shaft enter her, though never fully taking him. Neither appeared to mind with the growing pleasure each felt in sharing this sweet moment. His shaft stretched and filled her like she couldn't imagine, causing her inner walls to grip tightly around him. The gripping of his hardness pressed back on her walls and intensified the tingling sensation going through her while it sent just as much a powerful sensation around his crown and down his shaft into his tightening balls.

"Unnnghh… aaaighhh… Shhhhunngnghhh…" The former couple's moans and groans along with her bottom slapping on his upper thighs filled the room, the temperature rising for them not just from the activity, but their desire for one another. The intensity grew and grew for the brunette with each cycle, getting lost in her own world.

"Oh Godddd… I'm… I'm gonna cum…"Carly's eyelids were getting heavy and jaw slacked a bit, feeling herself become unglued again, causing her riding to become more erratic. Freddie helped her along with his grip on her side and hand massaging her left breast, his thumb brushing over the hard nub. "It's… too big… too much… I can't… I can't…

"Explode for me, my precious flower…" he encouraged, letting his chest focused hand ride up her neck to cup her shivering face. "Don't fight it… don't hold anything back, baby… let the petal of pleasure fall… and I will care for you…"

The former web star lifted her chin up and her eyes began fluttering as the raging fire of pleasure in her gut was on the verge of exploding. She desperately reached for a near by pillow to her left, grabbed it and with both hands, held it to her mouth just as the inferno erupted, surrendering at last to the incredible release.

"MMMMMARRRAPPPHHH!" she yelled into the pillow, the fabric fortunately muffling the sound of her screaming as her body was consumed in the flames of pleasure. Carly felt detached from her body once again, feeling lighter than air and her mind a washed in a sea of pleasure, her mouth once again frozen in a silent scream. Though this time was for a much better reason.

As her mind was in Nirvana, her body shook with her limbs tingling with sensation of overworked nerve endings trying to transmit signals to and from her core, brain and to the rest of her body. Her sleeved tightened around his shaft, almost inhumanly so, and worked the powerful organ to try milk his release. She could feel him throbbing inside her, and from the feel of his balls, and what Sam had told her, he would blow her away when he was ready. He tightened his grip on her side and breast, almost painfully so as he was nearly sent over the edge, but she was too far into her bliss to feel any potential pain.

"GASP!" After nearly half a minute, she slowly started coming down from her high and dropped the pillow from her face, her cheeks flushed and lightly coated with perspiration from the pleasure and effort of their lovemaking. She leaned back until her hands palmed over the top of his thighs for support and causing his still hard shaft to slide along her walls at a different angle and making her shiver again with a deep sigh. Her body responded to the new sensation by craving more of it, causing her to gently start to lift and lower herself again to pick up her slothful riding. "I've never… I've never cum… that hard… it feels like… like everything snapped… and went white… then black… and I… sorry… I'm… rambling again…"

"Never apologize… not for being you…" He watched her in amazement as she leaned back, bracing her hands on his thighs and gently bouncing on him. He kept one hand on her right hip while his right hand brushed up and down her torso, pausing every so often to gently squeeze her breasts while she looked lost in the sensation. Her head was slightly tilted back, her hair behind her back and eyes closed with the softest of grunts passing her lips. "God… you are incredible… flexible… tight… hot… delicious…"

"You… you're too much…" she grunted, starting to roll her hips, her billowing eyelids keeping their eye contact to a minimum, but neither had any doubt the other was seeing what really mattered. "So… so full… so good…"

"Mmmhmmm…" The tightness around his shaft and the sheer erotic sight of his first love riding him was quickly becoming too much for him. He growled a little bit to hold back his desire to release, moving both his hands to her hips then suggestion, "Carly… I need to change… positions… I might…"

"Uh huhhhh…" Carly took a few seconds to realize he had spoken, but when he brought her riding to a stop, she started processing what he had actually said. She opened her eyes and glanced down at him handsome, muscular form. The pale beauty saw his grimace of pleasure, seeing she was getting to him just as much as he was getting to her, and that image lit a fire inside she didn't know was possible. "However you need… however you want me… just move me…"

"You sure?" he grunted, fighting back the immense pleasure gripping and surrounding him. She nodded her head and let him move her around with such ease to roll onto her back and him kneeling between her legs. Freddie braced his hands on either side of her head, leaning down to practically lay over her body, his muscular chest brushing over her pert, soft one, her nipples grazing over his pectoral muscles. "I can't get over how beautiful you are… truly magnificent…"

"So empty… please… please take me…" Carly almost sounded like she might cry any second now. He found her mouth and they started sharing soft, sweet kisses as he adjusted his angle, and pushed inside, and within moments, picked up his soft thrusting into her. "AIIIghhmmmmm!"

She screamed in to his mouth, the sound muffled by their deep, passionate kisses. The way his eyes closed as he kissed her and his hands moved toward her head, there was never any doubt in his passion. His body against hers, his tongue searching for its 'mate,' pressing into her smile as their lips attempted to conquer the other. Carly moved her hands to cup his cheeks and her thighs tried to tighten over his thighs and hips. She was quickly getting lost again in the sensations of being filled and stretched by his powerful organ. At that moment in time, there was nowhere else in the world, either of them would ever want to be.

"Shhhitttt… that's good…" Freddie 'battled' his tongue with her tongue, pushing it around and swiping over it and her teeth as their kisses stole each other's breath as his hips picked up thrusting forward, pumping deep and steadily into her. He pushed a little deeper each cycle, sheathing just a little more into her to tease her cervix. "That feel good?"

"Uh huhh… so freaking gooooood…" Carly, by this point, was already getting lost in all the feelings of being surrounded by him again, kissing him and his member being in her furthest depths. She was on the verge of crying with being overwhelmed with such emotion, her eyes tearing up and a few strands rolling down her cheek. There was the sex she imagined, and the sex she had seen in movies… but this was on a whole other level. He wasn't just driving deep into her sex… but it really felt like he was pushing through her soul as well. Her face rose up and planted itself into his shoulder, moaning out, and twitching. "I… I love you… I love you… don't… don't leave me…"

"Not tonight… and never fully…" he smiled, gripping the back of her hair to pull her face up to look him in the eye. "We are together, my precious sweet flower… we are making love… making up for every desire we ever pushed away… and we won't stop… not until we are sated…"

"I've… I've never felt more satisfied…" She playfully strokes his cheeks and side of his head, mewing and moaning with mild distress of pleasure instead of pain. The sweet girl breaks the deep kisses for more quicker, more frantic kisses over his mouth, chin and cheeks to try to get out all she's feeling before she explodes. "Never been happier…"

"Do you… unnnghhh…" He groaned in just as much contentment as he feels her tremble underneath him and her sleeve gripping him tighter and faster, trying to milk his release from him. His right hand moves down, brushing the side of her face, feeling her tears and quickly brushing them away with his thumb. "Do you still feel… feel the fire of lust… feel the urges to be taken?"

"Y-yessss… I don't… I don't want to ever stop…" she moaned out, eyes clenching as his length pushed further inside, as if to demand entry to her womb. "I want you… soooo… _fucking_ … bad…"

"If you can still walk or think… we aren't done…"

If Carly had a response to the prodigious statement, it was lost to the passion that overtook each of their bodies. They kept up this frantic pace for just a few more seconds, thought for each, it felt like full minutes of pounding, the passion threatening to overwhelm then until Carly suddenly became very still then bucked hard under him several times as if she was going into a seizure. He knew what was coming and clamped her mouth over his mouth, her hands palming his cheeks and screamed into it, thankfully muffling the sound that could have potentially shattered glass, as he drove into her flexing sex like a man possessed.

As her body was reacting with rapidly tightening and relaxing muscles, nerve endings fried and overloading her brain and her heart thumping as if she was running a sprint… followed by a pack of starving wolves… who were also on fire… she felt as if her soul had left her body and felt nothing but bliss.

"Unnnccchhssshiiaaughh…" Freddie groaned back into her mouth, shaking a little bit himself as her grip around his shaft was nearly overwhelming him with her tightness. He dug his nails into the sheet beside her head, resisting the urge to 'fertilize the flower' and unload into her as she was so tight, warm and slick around his twitching shaft while his other hand cupped her cheek to keep her face pressed against his face. "So goddamn perfect, Carly…"

"Oh jeez…" After several moments that seemed to last to nearly eternity, Carly finally collapsed under him, her mouth breaking the passionate kiss and heaving for breath. Freddie sat up, heaved for the same breath, but more to control his release then shuffled back just a bit to withdraw his flexing shaft—the slow withdraw sounding a bit sticky then a soft pop—then resting the underside of his shaft against her puffy and pink opening, dripping with her releases freed by 'uncorking' her pretty, though a little swollen, sex. "Ooouuuggh… I've… I… just… just wow…"

Clearly, Carly needed several moments that stretched out to nearly a minute before she could gather enough wits to return mostly to the waking world. She felt as if she was on Cloud 9 again, but soon realized she felt a lack of something deep in her core. She looked to Freddie and saw him still hovering over her, between her legs and seeing his powerful cock glistening and twitching, but clearly hadn't fired off.

"You… you haven't…" Her heart suddenly sank and she muttered in a quiet voice, "I've… at least… four times? Am I… am I the worst? The worst you've ever had?"

"I don't… what?" Freddie had to suppress a laugh at what he thought was an absurd question on her part. He huffed a few breaths then muttered, "What? What are you talking about?"

"Your... thing… is hard… and… you still haven't… you know…" She looked down at her chest, feeling in adequate again due to her size, and muttered, "You didn't finish… I couldn't get you off…"

"No… no way…" He shook his head and muttered, "No, in fact, I was… pretty close… I had to stop myself or I would have… I would have finished inside you… you're so warm, tight and… well… you're you… If I had looked in your eyes… when I was inside…"

"Oh… well…" Carly thought about that for a moment. As emotional a finished that would have been for them to have finished together, she still had the practical considerations that couldn't be ignored. Her late mother conceived Spencer during her senior year of high school and as much as she was glad that happened so she could have Spencer, she didn't necessarily want to follow in her mother's footsteps. "You know… you didn't… have to do that… but… I'm glad…"

"I'm not… not saying I wouldn't…" the former tech producer grunted, grinding his member against her exposed love button, "… but never… not without talking to you…"

"You're incredible…" Her smile comes back and offers with a sweet voice, "If we… aren't going to finish that way… then I want…" She licked her swollen pink lips and breathed out, "I want to feel you… on my skin…"

"I'd love to…" Freddie nods his head then shuffles to her side to bring his rod close to her right breast, "… I can't wait to see myself… on that flawless fair skin..."

"Mmmhhmmm…" Carly rolled onto her right side, looking into his eyes as her hand gently corkscrewed stroked him, working her sweet nectar into his hard shaft. She could feel the fleshy steel twitch in her hand, practically pulsing with his heart thumping in his chest. He reached over to the wall, bracing his hands on it as she continued to gently stroke him, twisting, and massaging him, working the shaft then palming over his crown. "I still can't believe… we are doing this… I can't even figure out… how you fit inside me…"

"It helps… when you want it, really, really bad…" he growled, thrusting his hips a little as his teeth bared, feeling the rush of blood needed for his release. "Do you want this?"

"Uh huh…" she smiled sweetly, and heard Sam in her mind once more, reminding her of all the advice about being with Freddie. Most of it felt like a blur, but the bits about dirty talk and compliments certainly stood out as they seemed so different from what she expected, and if she was being honest, exciting. When he would curse, especially at how she was affecting him, she felt a quiver deep inside and calling her a flower, talking about her pussy, and things like that… well, that would have caused a change in underwear easily. "I want it bad too…"

"Tell me…" Freddie whispered as he clenched his teeth, feeling his balls tightening along with his pelvic and inner thigh muscles. He knew he was on the brink with her soft hand stroking him and her beautiful, practically angelic form lying under him. "Tell me… in detail… how bad…"

"Freddie…" The final push was when she looked up at him with those doe eyes and whispered in a strangely innocent tone yet her words were quite dirty, "Freddie… I want it… I want it so bad… please… I want you to… uuuaaahhh… cover me… please… every inch of me… the skin you kissed and sucked… fire off that… mmmaaahhh… heavy… thick… creamy load… and paint me… with your… love… I wanna be drenched in the evidence of our lovemaking… Let every bit rain down… all over your flower… Bathe me… Drench me… Paint me… I'm yours…"

If he wanted to last longer, he made a big mistake looking into her eyes at that moment, she claimed his ownership. She held his cock aimed right at her beautiful, soft breasts. Her hand locked around the base of his thick shaft, jerking in fast, twisting bursts, causing his heavy balls to bounce. Her perfect pink peaks had pulled so tight against her creamy skin, serving as the ideal targets as they jiggled with the force. There was only one thought he could have- 'Those would look perfect covered in my seed.'

"Ohhh ffffucckkk, Carllleeeee…" he clenched his eyes shut and growled, holding back his scream as his rod twitched hard in her hand and practically blasted his thick release. The first long rope covered her neck, followed by the second, third and fourth sizable shots splattered and splashed against her heaving breasts, practically covering her left bright pink nipple white.

He had to keep his hands braced on the wall above her, heaving for breath to fill his burning lungs while his heart thudded in his chest. His hearing was dominated by the roaring of his heartbeat, a low tone in his ears as her words, which shook him more than he ever expected, echoed through his mind. Carly Shay had begged for his cum.

And he didn't fail to deliver. The brunette looked at the mess he made on her, the more logical, rational side thinking it was disgusting, but it was a tiny little voice that she locked away. She was beaming at the sight, almost giggling at making him blow that much. Sam mentioned it would be a lot, but she had to guess it was at least ten or fifteen milliliters (The metric system has stuck. Thanks, Italy).

"Unngnhh… whewww…" He finally managed to open his eyes and see the mess he left on her with her beautiful smile shining up at him. Freddie was grateful as he didn't want her to feel disgusted about herself with that happening, and he really wished he had a camera for a picture of this moment. He took a few more seconds then shuffled backwards then laid down next to her, bringing her close to him, pressing her shoulder against his chest. He kissed her right shoulder, up her neck and over her cheek. "Sorry… if I… you know…"

"You told me not to apologize… besides… I got what I wanted." As he snuggled close to her, she dipped her left pointer finger over her chest, scraping up a bit of it and slipping it past her lips. She softly moaned as she tasted the globular substance, the salty taste dancing over her taste buds with a touch of sweetness. She was expecting something more… extra… with the way Sam described it, that it was the next best thing to Fat Cakes, but taste-wise, she didn't particularly feel like it was incredible. Certainly, not bad though, given the horror stories she'd heard. On an emotional level, however, knowing that it was a physical manifestation of their love as her nectar was to him, she felt there was a special connection tasting it.

"I… I don't remember ever being this tired…" She looked up at him with an exhausted, but content smile on her face. "I'm sorry."

"Before I even ask, I'm pretty sure there was just a whole thing about not apologizing…" He knotted his brow and asked, "… so what are you sorry for?"

"It's just…" She glanced down at his chest, feeling bashful and a little ashamed, "I guess… you know… for not being able to 'go' all night like you can with Sam and Jade. I want to… but I just…" She audibly sighed, her chest rising a bit before exhaling, "…I am beyond tired…"

"You worry far too much, Cupcake…" He quickly kissed over her forehead several times, skipping over the new pet name completely, then assured her, "No, no, no… there's nothing to be sorry about. That was wonderful… magical even. We don't have to do… that… to make this feel as if it was epic. I know it may be hard, especially given the current relationship… situation… I have… but you shouldn't compare yourselves to others. You are you… Carly Shay… and they are them. We shared what we shared and I… I share what I have with them. It's not fair to you or to them and if I may sound a little selfish, but…" His expression grew more bashful as he finished, "…to me to try to rank anything like that. I just made a fantasy come true with one of the people I care about most in this world, and I would never regret a single second of what we just did… or what's to come…"

Carly thought on his words for several moments, looking up to his soft, brown eyes. Her smile grows at seeing he's being just as bashful, yet the unmistaken love directed at her. She took a few more moments then replied, "Thank you." She snuggled her face against his chest then relaxed, let herself enjoy her afterglow and let her body rest.

There, in the studio that brought them together, the two teens lay in a tight embrace, neither caring about the sweat, nor the drying cum, that covered much of their bodies. They didn't even have to speak, just listening to the slowly calming heartbeats that each provided, eventually find some form of synchronization.

"There is… one more thing… we need to do… because I know you want to pass out…" After perhaps ten minutes or so, Freddie cleared his throat and scooted off the bed, pulling her along until he stood by the side and helped her sit up. She looked at him curiously, but he sweetly smiled to her, something he had been practically been doing since he stepped out of the elevator tonight and gently tugged her hands. "Come on, let's get you cleaned up." She matched his smile and allowed him to help her stand, pressing her body against his body, his mostly deflated member lying against her thigh.

He couldn't help but share a sweet kiss with her. He turned, taking her hand and leading her out of the studio and a quick flight of stairs to get to the bathroom across the hall from her room. They shared smirks, feeling the thrill of them sneaking about nude, even if it wasn't required with Spencer out with his friends.

They arrived at the bathroom and he motioned for her to enter before him. She giggled as she entered with him following and closing the door behind him. Carly went to the sink and grabbed a washcloth. She quickly lathered it up and started washing off her neck and chest. He made quick work, cleaning himself and slipped up behind her, taking her hips and kissing her right shoulder and shoulder blade. "My sweet flower…"

"You have this name for me… and I… I still don't have one for you…" She looked at him in the mirror as she rinsed the rag out and lathered it up again, splitting her attention between each of their reflections. The former web host washed over her neck and chest a second time, smiling at him with her reflection. "What do they… Sam and Jade and whoever… call you… you know… when you're doing stuff?"

"Does it matter? You don't have to call me anything special…" he grinned as he ran his fingers through her dark hair and looked through the mirror at her, pulling her tighter in his grip. "Besides, those are their names to use… if you want to call me something, that's fine. But I won't lie… hearing my crush scream my name and beg me for a release… no nickname can replace that…"

"Guess that settles that…" she winked, and reached toward her mouthwash. Not that she needed to get a taste out of her mouth, but she wanted the freshest breath possible if she was going to sleep beside him. "I still can't believe… you and me… finally together…"

"I know…" He whispered against her pale skin, "This night… this night has meant the world to me…"

"Yeah…" If possible, her smile grew larger. She nodded her head in agreement as she finished the second lathering. "It's been for me too… I just… I'm still processing it and don't have words for it…"

"I understand," he replied with another kiss to her shoulder. He gave her another minute to finish washing then thoroughly rinsing her chest when he brought up, "There is one more thing I wanted to make sure about…"

"Oh… ah, ok…" She looked away from the mirror to him, absently wiping her chest off one more time with the damp rag, and asked with a cute little furling of her brow, "What?"

"I just wanted to make sure that you were okay with this…" Freddie ran his hands around her freshly washed body and moved his palms from her shoulders down to her thighs, and all the way back up, wanting to touch every inch, "… that you didn't have any regrets sharing this with me."

"Not a single one…" She gave him the sweetest smile in her reflection as she answered, "I have no regrets… I could never regret what we shared tonight. You're the one I wanted to share this with… if I have only one regret, it's that we didn't do this sooner."

"Don't regret that part… we were meant to have this moment… where we would be ready…" He shook his head then kissed her right shoulder again. "Don't do that. We can't go around worrying about the coulda, shoulda, woulda's of the world. It's not fair to either one of us."

"Of course…" Carly thought on the words of wisdom, amazed that she had overlooked his wisdom all these years. She could consider that another regret, but she sat that aside as tonight was to be one without any. She nodded her head and turned her head to look over her shoulder to place a kiss on his lips. "I… I'm just in awe of you, Freddie…"

He clearly considered responding, but decided to begin planting deeper kisses on the back of her neck, at her hairline.

She took another few minutes to wash up a little bit and dry then the pair snuck back to the loft. For the first time since she saw him this evening, she took the lead, picking up her thong and his boxers. She made a little show of slipping her thong on then pulling on his boxers one leg at a time, sticking the tip of her tongue out at him with a playful grin, planting a quick kiss to his crown. He smiled back to her, appreciating the show then allowed her to lead her back into the hallway and toward her bed.

"Since the one in there is a little… damp…" she grinned, though with a touch of embarrassment, "… I thought I could share the night with you here…"

"I've always dreamed of sleeping with you in here…" he grinned, and rolled his eyes as to how that sounded. "Sorry… that came out-"

"Don't apologize…" she teased, a strange playfulness in her eye as she climbed onto her bed and got the covers ready for them. "I've thought about you fucking me in here a few times…"

The brunette laughed at his surprised face and beckoned him with her finger; the moment he climbed in, she snuggled up to him, each facing the other on their sides. They cuddled with one another, sharing sweet kisses and let their hands brush over each other's bodies for comfort, not to arouse one another. They continued on this way until both of them drifted off to sleep.

* * *

 **And there we have it. At last the 'will they/won't they' crisis is over for Creddie (as if we didn't know this was inevitable) and now the real discussion can begin for what comes next. I hope their actual first time was worth the wait. Seems like things are not all perfection back in LA with our resident singer/actresses however, as a new face seems to be causing some waves. I can't wait to hear everyone's thoughts and reviews on this chapter and ideally, SVAD and I will have something to present very soon for the Halloween story, which I will go ahead and reveal that it will be Tori-centric. No demons or Lovecraftian horrors or haunted houses this time, and I thought this time it would be something much simpler, more about self-reflection.**

 **There's a (rather self-absorbed, I know) poll on my author page about what the major draw is for my writing so I can make sure my original works keep the primary spirit of those things.**

 **As always, thanks for reading and please comment/favorite/follow/PM. Until next time.**


	6. Chapter 6

**Sorry for the delay on this story, as the Mirror story and my resurrected One Night series have been competing for my attention as well as a few other pieces. No excuse I know, but things are starting to move faster. I won't bore anyone for long though so without further ado...**

* * *

Carly's breathing slowly picked up as she felt the sun's rays filter through the loft's windows, warming her skin and the temperature in the room. She fought the urge to wake up, feeling warm and content in bed and surrounded by the protective strength holding her body.

However, she continued to stir awake from her peaceful slumber, taking deeper and deeper breaths until she blinked enough to open her eyes and see she was lying next to Freddie on his side. She paused for a moment, wondering why she was in bed with him then the events of last night came back to her. She smiled as what happened unfolded in her mind as her body began instinctively stretching, straightening her legs out and arms above her head to the headboard.

"Mmmaggghhhuunngghh…" she whimpered, closing her eyes as she felt her muscles ache and a particular soreness between her legs. Fortunately, she wasn't in any actual pain… it just felt like she had gone a round or two with Shelby Marx. She settled back down in his grasp and relaxed, enjoying his powerful embrace overtaking her. She dropped her arms around her sides, her left hand sliding along her thigh and between her legs. "Mmmhhhmmm…"

As she breathed in his scent and felt his still nude frame against her body, her fingers trailed between her legs, over his boxers she was wearing. Even through the boxers and the thong beneath, she shivered a bit, feeling a 'spark' that caused the previous night to flood her mind. She softly moaned as her fingers slid over her crotch, the events playing out in her mind like a movie with him arriving then his every touch and kiss on her body then onto feeling his powerful organ in her mouth then her inner sanctum, making her his.

"Shhhhhiiinnnghh…" She moaned not just from her fingers brushing over her, but imagining her mouth being filled with his strength to suckle and lick around it. "Mmmhhmmm…"

She closed her eyes and softly bit into her bottom lip, softly whimpering as her fingers stroked over her sex again then a second and third time, feeling more relief from the soreness with each passing while her imagination went wild. The sweet girl couldn't help but wish her dainty fingers were his thicker and longer digits playing her like an instrument.

"Uuuuaaahhh…" she softly whimpered, unable to keep the sound from escaping past her lips as the tingling from her sex spread through her body. "Ffffunnghh…"

She almost became lost in the feelings again, but she felt his crown poking her hip and the underside of the shaft brush along her thigh. Her right hand instinctively reached between them, wrapping her fingers around his shaft. She heard a soft groan from him, but he was still asleep for the moment.

"I've got you…" Carly whispered, biting her bottom lip as she tried to both be sneaky and seductive. She closed her eyes and the memory of last night with how she had experienced it in her mouth and in her virginal sex rushed to the forefront of her mind. As she thought about paying him back, gently suckling on the crown then starting to bob her face down it towards his lap, wishing in vain she could swallow it all, her hand began to gently stroke him. She sighed as she could almost feel him once again in her mouth, tapping the back of her throat then sinking deep inside her inner sanctum, being so easily overwhelmed by his strength. Shivering at the thought about how easily he could manhandle her body like she was just his toy, her hand glided down his shaft a little faster with a hair more tightness around it.

The morning sun's rays warmed his back as well, beginning to cause him to stir, but it was Carly's soft hand and firm grip around his shaft slothfully stroking it that pulled him back into the waking world. He opened his eyes and saw the angelic face of his first love, teeth against her bottom lip, wearing a downward look of concentration. The sensation he was feeling between his legs was all he needed to know about where she was directing her focus.

He softly uttered, "Morning?"

"Oh…" Carly paused in her gentle stroking for a moment, as if she had just been caught, but his tone was reassuring enough that she picked it up when she lifted her chin enough to meet his eyes. She sweetly smiled to him and replied, "Morning…"

"So…" The former tech-producer just had to be in the moment, not initially believing that what he was experiencing was real: feeling fantastic, being in bed the morning after experiencing her first time and now feeling her soft hand affectionately stroking his manhood, her face beaming with adoration and love, without a drop or regret. He needed a few more seconds to mutter, "Last night… was… ah… wow…"

"Yeah… that was…" she whispered back, pressing her forehead to his chest, hands still focused on the task at… well, hand, "… still trying to process it all…"

"Me too…" He placed a soft kiss on her forehead, stifling the groan from the sensation of her gentle stroking of his shaft. "Are you… you ok?"

"I passed ok… like hours ago…" the former web show host blew warm air on his skin before kissing the warm and inviting flesh. "I have been… there's no words for it… I'm just… just on a whole other world right now…"

"This does feel incredible…" He whispered against her forehead as she remained quiet, just enjoying the shared feeling, "but… it's morning and… gggrraaahhh… we have to get up… have to get ready for school… and-"

"I know, but…" her mind raced. This couldn't end. Not now. Not yet. "That clock is a little fast. We have a little bit more time before we have to get up… let's just enjoy this…"

"Of course," he whispered with a smirk, placing another kiss on her forehead while his hands surrounded her comparably frail body. "Guess I didn't need much convincing…"

"Maybe I should take that as a compliment…" Carly closed her eyes and remained relaxed in his embrace, slowly stroking him up and down with a slight corkscrew manner. She was careful in not having any lubrication until she felt the faint wetness dribbling from his little eye then started working that into his skin. "But I could always do more convincing…"

"Mmmmggghhh… Carly…"

"Yes?" she innocently answered, quickly licking her palm, as her hand returned to affectionately working him. "That feel good?"

"That feels…" He paused as the sensations rocked deep, slowly realizing that there was only one way this could end, "…ggggreat, but… you don't… have to do that…"

"I…" Her smile grew as she realized something profound. "I know, but… I want to… for you… just for you… I'm here for that… I'm your friend, after all and… I'm sure if I needed some attention, you'd be there for me too…"

"Sounds like ah… a friends with benefits… type of… situation…"

"Well, we're definitely friends… even if we're exes, but… I guess you're right that this is definitely a benefit of our relationship…" she softly uttered as her soft, delicate hand worked his shaft. "I get to have you in my bed… holding me… all night… making love to me… and I get to do… this… and other things… any… thing… for you…"

"I can't argue… mmmggrrraaahhh… with that…" he grunted, starting to rock his hips against her soft hands, while his own fingers massaged her sides and thighs, quickly realizing what her other hand was up to while the left stroked him. "I can… I can do… beneficial things too… for you…"

"Not yet…"

Carly carried on in a slothful manner for knows how long before she decided that she was done simply 'playing' with him. She smirked to him as she pulled back the covers to reveal his nude form and her topless form for the moment it took her to roll him over to his back and slip between his legs, scooting down a bit to rest on her stomach.

"You know…" the brunette wore a look that just screamed both innocent and sexy, "…I've had fantasies about this… when we were together… even afterwards… and I really didn't get a chance last night to do this as much as I wanted to…"

"What-"

Silencing him immediately, she gave him a wink, feeling playful, then closed her eyes and dipped her face down, parting her lips and wrapped them around his crown. She moaned in satisfaction of the soft sponginess of his texture, her tongue immediately darting out and swirling around it. She moaned and began to gently suckle between her tongue teasing the underside of his glands. She picked up fairly quickly a slow, sensual bobbing of her head, moaning and whimpering around his shaft for every centimeter she took into her mouth.

"Carly… Oh shhhitttt…" Freddie closed his eyes and softly groaned as the sensation traveled down his shaft and into his balls. He twitched in her mouth as muscles tensed and relaxed, throbbing with the greatest of needs. Her former tech producer reached down, his right hand palming over her crown and running his fingers through her dark locks while his left hand cupped her right cheek, his thumb brushing over the side of the cheekbone. "I… I fantasized… about this… too… but… but this beats every thought…"

"Mmmrhhmmm…" The youngest Shay started moaning and whimpering louder, slightly twisting her head as she was getting lost in the sensation of having his strength in his mouth. She was careful not to scrape him with her teeth and she gauged how deep she could take him. She'd tease his crown against the back of her throat, whimpering just a little louder when it touched, managing right around half.

The brunette soon became lost to the flavors of the flexing flesh dancing along her tongue and the inside of her cheeks, the deeper feelings and emotions behind them taking over her mind and heart. She bobbing her head, slurping around him and enjoying the taste of his manhood where she could feel his spongy head give and push back and feel every little vein running along his length. What should have been an obscene act, was anything but to her mind and heart, and especially her body. She couldn't feel anymore intimate with him short of him being inside her as this required a level of trust and intimacy she couldn't think of sharing with any other man she'd ever met.

"That's good… so damn good, Carly…" Freddie relaxed back onto the mattress, closing his eyes and stifled his groaning as the pleasure steadily climbed from her attentive dedication. His fingers through her hair continued to playfully scratch her scalp. "Amazing…"

He finally opened his eyes and absently glanced over at the nightstand clock, noticing this was about the time he would be mid-way through breakfast before heading out for the morning. Naturally, he hated his next action, but he gently tugged on her hair to get her attention.

"Hey…"

"Mhhrrmmm…" She moaned in disappointment when she lifted her head and popped his tool from her mouth, giving it one more soft kiss. Carly looked up and met his gaze, wondering why he stopped her. "Did I… Is something wrong?"

"No… Not even close…" He bashfully smiled to her and answered her question, eager to head off any doubt or fear she might have. The powerful teen pointed at the bedside table and sighed, "I hate to ruin the moment, but I don't… know how long we can keep going… or how much further before… Spencer or my mom starts wondering where we are… or we're late for school…"

"I told you…" She licked up the underside of his shaft then whispered against his crown, "The clock… mmmmaaahhh… it's fast, by like… ah… 30 minutes… so we have time… and I want to finish, but…"

"But…"

"I… well…" She flicked and eyebrow and moved her left hand down her body and between her legs. He could see her arm move up and down and assumed what her hand was doing as she continued, "…I know I'm sore down there… okay, I'm hurting a little bit this morning, but… all I want is to feel you fill me again… I need to feel you inside again before we have to go…"

"I want to… but…" He studied her eyes and saw not only her desire to feel him again, but her need to fill and sooth the physical ache of her giving him such a gift, "… being inside you… if I feel that good again… I don't know if I can stop. Maybe ever. We might never leave this bed…"

"How terrible…" she grinned, pressing her face to his chest once more and kissing his pecs. "But I'm worth the risk, right?"

"I can't deny I'm liking this playful side, Carly Shay…" He reached down for her, cupping under her armpits and sliding her forward as he scooted backwards, using the pillows to partially prop himself up. She lay across him, her soft bare chest pressing on his muscular chest and his manhood trapped between their abdomens. He teasingly kissed her lips, chin, cheeks and nose, enjoying the playful affection as his hands went to work hooking his thumbs over the waistband of the boxers and her underwear. "But I can play too…"

"Then play with me…" She cupped his cheeks and traded the playful kisses, wiggling her hips to help him pull down the garments until they were around her knees. She slightly turned and took over finishing taking them off, awkwardly lifting one leg at a time to pull them off her ankles then tossed them to the side. "I'm all yours…"

"I know…" Once she was free, he sat up a little more to brace himself with the pillow into a semi-seated position and gripped her hips to pull her up to rest her ass on his lower abdomen. He smiled to her then slightly lifted her and pushed her back to side her flower over the underside of his shaft, pulling a coo past her lips and a soft groan from him. "I'm going to take good care of you, baby…"

"I love it… when you… call me that…" Carly followed up after a few more slides with a soft laugh until he took her hips and lifted her enough to line her up with his shaft. She held his left shoulder and reached down and took his shaft to hold him steady. They passed each other another glance then he carefully lowered/slide her down. Several seconds passed with the resistance until the crown slipped past her petals. "Oh shittttt… ungghh… don't… don't let me go…"

"Wouldn't dare."

"I… I thought this… this would be… easier…" The brunette closed her eyes and whimpered, biting into her bottom lip as his crown parted her sore inner walls, especially as the muscles naturally squeezed around him. "You… you feel bigger… or I'm smaller… or… unnghhhh… it still feels good… just so… so tight…"

"You may… be a little swollen… I know you got me super hard… this morning…" He held her for several seconds that turned into a minute as she adjusted to him then, very carefully started lowering her to take him centimeter by centimeter. Her sighs and whimpers and his soft groans and growls filled the room, the only thing louder than their heartbeats as she made her way down until he was halfway inside her. "I feel you squeezing so tight… just relax, baby… just take some breaths… and we can… we can do this… as long as you want to…"

"I definitely want it… I need it…" Carly took several calming breaths then leaned forward, resting her forearms on his chest to hold herself up while her fingers curled over his shoulders. The new angle was awkward, but it hit nerves she never knew existed and for that she was grateful. She smiled to him before placing a tender kiss on his lips. He smiled into the kiss and eagerly returned it as his hands drifted down her sides and cupped her ass. "Just give me a second… give me a minute… I'll get ready… Ready for you to… do whatever you want…"

"I just… want you…" he grunted, thrusting upwards and sheathing fully inside the pale brunette, moving to swallow her cry with his kiss and massage her lower back to soothe her. She was even tighter than Cat, and that poor girl couldn't even take all of him. Carly swallowed it all, but gripped him with a needy force that exceeded even her hand from before. With that feeling, the real challenge wasn't finishing in time, but not exploding and having every drop milked out. "Take… take your time…"

They traded soft, tender kisses on the lips, chin, and cheeks and whispered affectionate words to each other as she settled on him. As they snuggled, she eventually started pushing forward with her knees, pulling away from him then eased back, sinking back down on him. He tightened his hands on her ass to help her along after a few cycles of her pushing down then he started meeting her by raising his pelvis to sheath even deeper inside her.

"F-F-Frredddieeee…" She whimpered in a combination of pleasure and pain as she still felt the soreness of the previous night with his size breaking through her, but the sliding of his shaft back and forth over her inner walls slowly started winning out. The former web host slid up, then down, then up, then down again, as he lifted his ass up to push into her until they were in a slow, comfortable rhythm. "Yessss… yes please… please keep… keep going…"

Soon she was gently bouncing on him, her ass nearly touching his upper thighs, somehow taking nearly all of him, but not quite making it. Her sleeve gripped and massaged his shaft with each sheathing into her, sliding across her silky slick inner walls that set off her nerve endings to send more tingles through her body. His crown pushed against her inner ring, begging for entry, seemingly as hungry to claim her body as its owner.

"Mmmrrhhhmmm…" Carly gently bit into her bottom lip, attempting to stifle the moans and whimper as the pleasure spread throughout her body with each cycle. She dropped her forehead to his, huffing for breath and starting to moan louder, "Uuuaahhh… hhhhhaaaahhh… mmmmaaahhh… Fre… dddiiiee… aaahhh… this is… this is… aahhhhh…"

"Come here…" Freddie moved one hand off her ass and cupped the back of her head, pulling her mouth to his, trying to stifle her louder moans before they drew Spencer's attention. They shared a few quick kisses then broke them to reply, he replied, "I know… this is… amazing… I feel… you… mmmggggaahhh…"

"Mmmhmm…" She slowed down to help calm herself, trying to divert attention, in vain, to anywhere else on her body, stealing kisses from him then breathed against his lips, "This is… wow…"

"Yeah… this is…"

"So right…" she completed for him, adding a soft laugh then tilted her head to the right and crashed her lips on his lips. As she drove her tongue past his lips, she slowly picked the pace back up which in turn cause her to moan and whimper louder into his mouth. "Long overdue…"

"Oh yeah…" He slid his hand from the back of her neck and down her chest, palming over her left breast and started massaging it in his powerful grip. The techie softly molded it, kneaded it in his grip, flicking the taut nipple with his thumb. His left hand remained busy massaging her right ass cheek, molding it to his palming. "Even better… than I could have… thought…"

"You're… you touch me… so… so…" The attention caused an immediate reaction from the nearly bouncing brunette, yelping out as her body shivered, "Uuuaaahh! Yyiiiaaaaahhh!"

He quickly silenced her with another powerful kiss, swallowing her screams not to alert Spencer downstairs that turned into stifled moans, "Maaaauuuhhh… mmmoooaaahh…"

After the initial additional surge of pleasure, they broke the kiss and started sharing soft laughs and giggles. She snuggled her nose against her nose as the sensation grew, building in her lower pelvis and huffing out for breath. She licked her lips and his top lip, shivering in his grasp while her hands gripped on his shoulders for something to grasp.

He whispered between kisses, "You're alright Carly… just feel this… feel us…" He followed up with quick kisses on the corners of her mouth and cheeks while his pelvis lifted up a little faster to pump her.

"Aaaauuuhhh… uuuuhhh… Freddie… Free… dddiiiee… uuuaahh… I'm… I'm… auuhhh…" she desperately sighed out, her voice raising in pitch and starting to fill the room. Her sleeve was tightening around him faster and faster, trying to milk him as she was already reaching her limit. "I'm going to…"

"Then do it…" He pushed her up to sit up a little and tilted his head forward, parting his lips and wrapped them around her right nipple. He gently suckled and groaned, sending her over the edge. "Cum for me, Carly…"

"Ungghh Unnghhh Aiighe-" Carly's eyes went wide and she tossed her head back, letting out a loud shriek of ecstasy for a split second before Freddie was quick to pull his mouth off of her breast and palm the back of her head to pull her face down to swallow her screams in an aggressive kiss. "MMMRPPPHHHRRMMM!"

She shuddered on top of him while her inner muscles squeezed his shaft for all her worth to try to push him over the edge. Her nerve endings tingled and mind started detaching from her body again to be a washed in ecstasy, her body feeling warm and content.

"Mmmrhhmmm…" Freddie protected held her as she shivered, letting her whimper into his mouth while he groaned into her mouth with the surge of pleasure going down his shaft, into his balls and up his spine from her powerful grip. "I've… got you…"

Once she cums, he pulls her into a spoon position and holds her close as he takes her from behind, whispering sweet nothings about them and their future. She finishes again, just as the real time to rush arrives.

After what felt like an eternity, her release extended with his gentle, but focused sawing, Carly shivered one last time and slumped against him. The muscles under her smooth skin twitched, contracting and relaxing as she shivered with aftershocks. Her slick love channel gently squeezed and relaxed around him.

"Ohmygodddd…" The brunette heaved breath against the side of his neck and would have loved to relax that way, but Freddie slid her off to his left. She sighed deeply as she relished the warm feeling of her afterglow with lying on the mattress, just staring up at her lover. She felt Freddie's hands on her, gently rolling her over and slipping up behind her in a spoon position. He held her right hip while gripping his base to line his crown to her opening then carefully pushed forward to slip his crown back into her flower. "Ooounnghhh… still… still so hard…"

"All because of you…" He softly groaned with her tightness around his crown, taking a moment to relish the feeling again. She closed her eyes tighter, whimpering with the intrusion, but mentally and emotionally welcoming it. "And it's all for you…"

"Mmmrhhmm…"

"I need this… need you… close…" Freddie slipped his left hand between her body and the mattress to palm over her left breast then pulled her back as he shifted forward. He pressed his chest onto her shoulder blades then pushed his hips forwards to sink deeper into her. He quickly picked up a gentle cycle of pumping her while his lips started suckling on her earlobe. "This is so beautiful Carly… you're so beautiful… and not just sharing this moment with you… something we're gonna do again and again…"

"Mmmmm…yyyesss… yes… uuuaahhh… Freddie…" Carly softly sighed, her eyes remaining closed as she felt the tingling and soothing pleasure build back up in her core. She softly mewed and whimpered as the shaft slothfully slid in and out of her, the underside of his shaft brushing over her internal bundle of nerves. Her breasts and pink nubs felt as if they were transmitting nearly an electrical current through her as his hands massaged them, knowing just how to put enough pressure then release it. His lips on her neck put her at ease. "Do this… do me…"

"I will… as much as you want… as much as I can…" He rolled his hips to slide about half of his length in and out of her, taking his time to enjoy his warmth and tightness even if time was not on their side. "So hot and wet… and skin so soft and sweet…"

Carly pawed her left hand over the mattress, deeply sighing as her pleasure built up faster and faster, far quicker than last time. She tried to tighten her muscles, trying to stave off the release but she felt just too good behind surrounded by not only his body, but love and still coming off the high of her last release.

"There's not enough time… time for what you deserve… the release I want to give you…" he grunted, letting his nimble, though thick, fingers down her stomach to find her standing button. He could hear her heartbeat go wild as he moved closer and closer until finally his middle finger met the nerve center and every ounce of oxygen disappeared from the pale girl's lungs. His other hand rubbed her chest a little more, encouraging her to stay with him while his finger teased the swollen clit. "Imagine every single desire you want for us… for you… and let them take your mind over… see how you'll climax for me… and feel it in three… two… one!"

"AIIIiiunnghhhrrmmm…" Biting into the pillow to stifle her shriek when the tension finally snapped in her gut and her body trembled. Her nerves tingled once again, muscles quickly tightening and relaxing, especially her inner sleeve trying to milk the fleshy still filling her physically, as well as emotionally.

"Shittt… squeeze me…" Freddie held her protectively close, his muscular chest pressing against her back. "I need to… need to hold back… don't want to… to burst… inside…"

"Y-you can…" she whispered, eyes still tightly clenched shut. "Whatever happens… I will… we will…"

"Another time…" Freddie scooted backwards, withdrawing his shaft from her slick and tight sleeve, causing her to sigh out deeply. He kissed her left shoulder blade and up to her neck then regretfully pulled away to get up as he needed to rush if they were going to make it on time to school. "I want that moment to last and we… we are out of time… on the edge of late…"

"No…"

"Carls…" He barely sat up before Carly rolled over to face him then with surprising strength, pushed him to roll and rest on his back. She slid between his legs, wrapping her arms around his waist. She winked at him before slipping her lips over his crown and gently suckled. Freddie groaned from the warm, gentle sensation of her mouth around his mushroom head. He cupped the back of her head and groan, "Carly… we seriously need to… we need to go… we need-"

She popped her lips off his crown and replied, "Yes we do, but I can't leave you like this… how are you going to pull your pants on." She winked then slurped him back into her mouth, gently bobbing and stroking his shaft, learning how to handle the thick and strong piece of meat. Each knew she wasn't pleasuring him just to convenience sake, but to finish the magical morning. "It barely fits in your pants anyway…"

"Y-you… you are amazing…" he groaned, torn between the desire to rush out to make it on time, and to lay back for however many more seconds, minutes, or even hours that she desired blowing him, and to just grab her soft dark hair and drive his cock into her cute little face until he fucked every drop of his overdue release down her throat. All three were driving him mad and one look into her doe eyes pushed desire one completely out of mind. Luckily, it also broke the last bastion of resistance in his gut and the animalistic desire burst from between his teeth. "Carly… I… Iaagggrrrr…"

Freddie gritted his teeth, tightening his grip over her crown just before his crotch and inner thigh muscles tightened up then fired. The first shot covered her uvula, forcing her to cough and whimper in distress around his shaft. She pulled back to keep just his head in her mouth and swallow the first major pop as he filled her mouth with a second, third and weaker fourth and fifth that soon became a trickle. The eager sweet girl rapidly licked her tongue around his crown, making sure she licked up every bit as she devoured his salty sweet load.

"Mmmhmmm…" She took a few more moments to clean him then pulled off his weakening manhood and sat up, licking her lips and inside her mouth to help her finish swallowing his release. "I never… never imagined doing that… or enjoying it so much…"

"I do not deserve you, Carly Shay…" He pulled her up and held her to his chest, kissing her crown as she snuggled up with her head under his chin. He wished to stay like this for a very long time, but he saw the clock and had to speak up, "Carly… aahhh… we got to get up or we'll be late."

"Uggghhh… I can't believe we have to go to school now…" She turned her head and saw the clock was displaying a time that quite past when she would usually be out of bed. "It's not fair…"

"I know… but we can have more time this weekend…" he assured her, pulling her tight once more, making it clear that his embrace, and by proxy, their relationship, was part of the big picture. "Time for anything and everything we want…"

"I know… I just… I am going to see you today and I have to act like… like this didn't happen. Like everything is normal…" Carly reluctantly pulled away from him and stood up. "It's just… I know it's going to be tough. Once we leave this room, it's back to the real world."

"This was real… realer than real…" He sat up and gave her a kiss on the cheek then reached for his shirt then jeans then his boxers that Carly had tossed off. He took a few seconds pulling up his boxers with one hand while cradling his clothing with the other arm. He finished pulling them up then raced towards the door to the studio. "And this isn't the end… just… to be con-"

"Hey, Carls!" Spencer called out from downstairs, his voice getting louder due to him climbing the stairs, "Carly! Where are you?! You're running late!"

"Damn…" Freddie quickly turned and repeatedly tapped the button for the elevator, hoping it would arrive before Spencer finished climbing the stairs. Carly reached for her pajama bottoms, not bothering with pulling her discarded panties back on, and pulled them up her legs. She reached for her bra and slipped her arms through the straps then fastened it behind her back. She rushed past him to the door to intercept him, apparently not caring she was just wearing a bra.

"Yo, Spence!" They were saved however when Sam called out further downstairs, "Where did you hide the bacon?!"

"What?" The artist stopped in his tracks and turned to shout back downstairs, "What do you mean hide the bacon? The bacon's in the fridge."

The blonde's question gave them enough time for the elevator dinged and the doors opened. He dashed inside and tapped the button for the ground floor of the apartment. He dropped his clothes and hastily began to pull his jeans up his legs. He got his jeans up just as the elevator dinged and the doors parted and lifted up. He peeked around to see if the coast was clear, seeing Sam making wide eyes and aggressively pointing toward the door, as he blew her a kiss, which she caught and extended her middle finger with a grin. Shaking his head, Freddie made a dash towards the door. He opened it and slipped out, pulling it behind him just as Spencer came trotting down the stairs.

"What was… huh…" Spencer knotted his brow at seeing the door shut, not catching who was on the other side. He idly commented, "That's odd. And here I thought Carly was running late… but she forgot her breakfast and saying bye."

"Typical Carly… _coming_ and going…" Sam lazily shrugged a shoulder, raising her voice just a hair to make sure her best friend heard her. "She is doing this _protein_ diet now… probably had to _load_ up on something before school started. She'll just grab some breakfast there and _swallow_ it all down."

"Yeah…" None the wiser, he replied, "… so, you said I hid the bacon? You sure you just didn't eat it already?"

* * *

As Sam was distracting Spencer, Carly was busy showering, regretfully washing away his scent and what they had shared the previous night and this morning. She hissed and sighed a bit as she lathered and rinsed off with the soreness she felt in various places, but she ignored them. She hopped out of the shower as quickly as she could manage then crossed over to her room to get dressed.

Carly threw on light summer dress then slipped on some sneakers then grabbed her book bag and purse. She'd worry about her makeup at school she thought as she headed out the door. The brunette headed upstairs instead of downstairs, not wanting Spencer to know that she was still in the apartment, and slipped into the studio. She looked around as saw the mess and the scent left behind in their lovemaking. She hoped Spencer would have no reason to come up here while she was gone. She couldn't worry about that at the moment, so she tapped the button for the elevator with the intention of taking it all the way down.

After several seconds that felt like forever, the doors open and she practically rushed into the elevator. She pressed the bottom floor button then pulled out her phone to fire off a quick text message to Sam to clean up the loft when she got the chance without raising any suspicions with Spencer.

The elevator stopped on the bottom floor and once it opened, Freddie was revealed standing waiting for her. He smile to her then offered a hand to her. "We've got to hurry…"

"Yes, sir…" Carly grinned and took his hand, immediately pulled along with him to head for his car.

* * *

 **Ridgeway High School  
**

The morning at school had been a typical one, going through the same routine really the trio had done since they started high school. Each paid attention to a various degree, but there was no denying that the other was constantly on their minds.

After second period, Freddie headed to his locker to switch out a book for the next two periods, when Carly slowly walked up to him, a bit awkward in her step.

"You ok?" he asked, setting the books aside, aware that whatever pain she might be feeling was likely his fault. "Hurting?"

"Yeah… just… just sore…" the brunette muttered, looking all around them, paranoid about who or what could be picked up on from this close conversation. "Might have done… too much too fast… or maybe it's just the stupid seats here."

"Probably both, but I might be able to help with the first." Freddie took a quick a look around them and reached into his locker for a small bottle and pressed it into his pocket. He took her hand and began leading her towards one of the spare janitor's closet, hoping that he wouldn't be noticed or get in trouble like he did with Sam. "It's a trick I picked up from Jade…"

"A trick?" Carly didn't even register him mentioning Jade, just happy that she was going somewhere with him. The truth was that the soreness was nothing compared to the desire to be close to him and to have him inside her once more. In fact, her body screamed that it was the only cure.

"Just… trust me…" Freddie opened the door to the out of the way janitor's closet and pulled her inside then shut the door behind him, leaving them in pitch black. He turned to her and pulled her close to his body, her arms snaking up to wrap around his neck. Even though she couldn't see it, he couldn't help but smile and place a kiss on her forehead. Even with such a quick shower and the rush this morning, she smelled like fresh flowers, and tasted even sweeter. "I wish we had time… to do last night and this morning all over again…"

"I won't stop you…" her voice wavered a little as his strong hands molded her soft body into them. "A quickie now… that's what this is, right?"

"I wish…" he sighed as his fingertips found the hem of her dress and slid up her thigh. If his other hand had not held her so tight, she feared she might collapse into a melting mess on the floor. If he wasn't going to make love to her, she thought, what was this about. And, like the mind reader he was, he whispered back. "I just want to make you feel better…"

"With you… I already do…"

"I promise we will have more time soon… but for now, I just want to soothe your aches…" his voice felt like velvet as the loss of sight made him seem even more perfect. Omnipotent in his care, almost. His hand disappeared from her waist and her inner thigh, and immediately after, she heard a pop of a top. "This… this is grapeseed oil. Jade swore by it the first time we… we were together. Moisturizes and soothes sensitive skin…"

"Whaauuunnnghhh…" Before she could ask any questions, his hand pulled the waistband of her panties, and the other began rubbing her. Not fast at all, and not pushing through any limits. Just slowly caressing her core. His other hand moved up to the back of her neck and massaged her scalp, his mouth attending to her jawline and neck. "Oh god… that… that feels so good… so warm…"

"Feels nice…" he grunted, gently driving her back against the door as he attended to three powerful pleasure points at once. "Your body feels so good… this… this will help with… all that soreness…"

"Mmhmmm…" she moaned, surrendering entirely to his touch and attention. "Please… keep… keep going…"

"One night I…" the former tech producer growled, trying to resist his own carnal urges to tear the panties off, devour her, and then ride her until her mind couldn't even process pain anymore. But he had to stay clear headed. "I went for hours… not wanting to stop even after five or six releases… I tried this stuff… made me feel… better by morning…"

"F-Five or six times?" her eyes grew wide, and even though he couldn't see them, he could feel her shock. "That's… that's crazy… We just went… the couple times and I… I needed to sleep…"

"Well…" Freddie grinned, pushing his mouth fully against her vulnerable throat as he continued rubbing her opening. He kissed and suckled, stopping just short of leaving a mark. Or so he hoped. "Maybe that's… something to work up to…"

The idea of having a love making marathon with the man who had turned her every desire into reality caused her lithe body to quiver and she knew that she might very well come right here and now.

"Freddie… I… I think I'm…"

"I'll catch you…" he reassured her, kissing her chin and then bottom lip and pressing her forehead to his. "Fall apart in my hands…"

"Oh… ok… I… Aaiiighhhhrmmm…" she mewed out and he captured her cry instantly with his lips, holding her tight against the door, and continually rubbing her outer lips, keeping her on that peak for a bit longer. She knew there was a time crunch but it could have lasted for hours for all she cared. When she finally came down, he withdrew his hands and she could hear a paper towel being ripped. Then she felt it. Soft and smooth movements despite the rougher material. "Oh god… I feel…"

"Better?"

"More than… waaaaay past better…" the brunette grinned, finding his face to kiss him once more. "Please tell me we don't have to go to class now…"

"I'm sorry…" he groaned, letting his strong arms wrap around her once more. "But more, later. I promise."

"And if I feel sore again?" she flirtatiously whimpered, sounding like a pouting child. Her hand felt the small bottle a second later. "Awww… but I really liked the… application method here…"

"You really are insatiable…" he grinned and kissed her lips. "If it's really bad, let me know and I will take care of you tonight. Ok?"

"Ugh… Fine…" she murmured and turned from him, only to be grabbed around the waist tight and pulled into his embrace fighting back any kind of sound that might get them caught. "Now who is insatiable?"

"Just staking my claim one last time…" a Beastly voice growled out as he kissed the side of her face. "Now let's go…"

* * *

 _-Fingerbanging in the janitor's closet? Pretty sure that's my move, Benson…_

 _-Then I learned from the best... lol._ Freddie fired off the text back to Jade, giving her as much of a rundown as he could before the teacher could see his Pearphone. _To be fair though, it was less fingering and more rubbing._

 _-Of course… playing doctor on that poor… pulverized… previously pristine… pussy…_

 _-You and your alliteration make everything seem so dirty…_ he shook his head and looked over the calculus work on the board. Not super difficult, but the idea of being caught and having these messages read was far more problematic. Still, he couldn't very well deny Jade. _Part of why I love you._

 _-And the other parts?_

 _-Well, I don't exactly have a whole week to list them all… but I think 'everything about you' sums it up pretty well._ Sometimes he managed to be smooth, and he supposed he was lucky that Jade was so receptive to compliments. It also didn't hurt that there was so much about her to compliment, inside and out. In fact, he had to adjust his seating as the mere thought of all the things he loved about Jade made things a bit tighter downstairs. _I can't wait until you come visit._

 _-Tired of your new fucktoy that fast?_

 _-Come on, Jade… don't do that…_ Perhaps there were a couple things that he didn't exactly love about Jade, but a little attitude served a purpose. Things never got boring, that was for sure. _Carly is nice and sweet and I'm not going to call her that. Was it special? Yes. But you are still the love of my life and you told me to go for this._

 _-What can I say? I'm a little jealous of her… she got to give you her cherry and have this cute little 'first love' thing between you while I shamed myself into fucking Beck._

 _-Don't go there Jade. Please don't go there. I know we've been through this, but… I don't ever want us to diminish our first time._ It was so easy for Jade to spiral into a mood and knowing that no matter what he said, he couldn't be down there with her and physically make himself clear killed him inside. _I put just as much effort, if not more, into making every time I touch you special as I did making Carly's first time special. I care about her and you. I don't care if I wasn't your first, because I am going to be your last._

 _-Fuck… you win. As always, Benson… too goddamn perfect an answer._

 _-I don't care about winning, baby… I just care about you knowing what you mean to me._ He sighed, looking around to see if the class had made any progress since his phone sucked him in for a few seconds. But it was like time had stopped. Teaching droning, kids sleeping, etc. _So, are we good?_

 _-You call me tonight… give me every detail in that sexy fucking voice… then tell me what you'd do to me in the same situation… and I'll call it even._

 _-I love you so damn much, Jade West._

* * *

 **Shay Apartment  
Bushwell Plaza**

"So, someone's happy…"

"Oh yeah?" Closing the front door behind her, Carly looked at her best friend camped on her couch, legs up and a bowl of chips on her lap. It was the first time she had seen Sam today but the smirking look on the blonde's face told her that she was more than aware of the happenings of the day. Still, there was that whole idea about not kissing and telling. "I didn't realize my happiness was so obvious… but yeah… I guess I am."

"So… you have a… _good_ day?" she further teased, her words dripping with the venom of a serpent about to strike. "Or at least a good morning?"

"Sam…" she replied rolling her eyes as heat spread over her pale cheeks to make them nice and rosy. "Come on… can we not do this?"

"Come? Now that's really interesting that you used that word. Come come come come…" Sam set the chips on the table and tapped on the seat next to her. "That word… something about it just… rolls off the tongue, right?"

"Seriously, Sam…

"I'm being serious, Carls…" she grinned so wide as the brunette practically burned up from the sheer embarrassment. Perhaps a little of Jade was rubbing off on her after all. "How does 'come' feel on your tongue?"

"Can we not do this while Spencer is home?" Carly murmured, tossing her bag by the door and heading toward the usually belligerent blonde. "I don't-"

"He left 20 minutes ago…" she cut her friend off quickly, needing to get to the details, even if she was more than familiar with the activity with Freddie. "So, spill."

"I mean…" Carly paced back and forth, stuck between not wanting, and not knowing how, to sum up the last twenty-four hours. "There's not much to-"

"Bull-fucking-shit…" Sam grabbed the smaller hand and jerked Carly onto the sofa so they were no inches from the other's face. "We both know what went down, and I know for a fact that there's a lot to tell. About six major O's worth if I heard you right. And we both know he's not lacking… so just tell me. I told you everything… so… c'mon… please…"

"Ohmygod…" Carly gasped, her face turning red, to pink, to almost back to her usual creamy white. "You just said please."

"To show I'm serious…" Sam nodded and leaned in close to Carly, and for a split second the web star was unsure if there was going to be a kiss happening, but the blonde just narrowed her eyes and took a deep breath. "You know how I feel about him… and how I feel about you… and the whole world knows about his feelings for you… so just spill the tea with me…"

"Ok… fine..." she sighed right back and shook her head, unable to really explain what happened or where it all started. "I invited him to the studio… wearing the clothes we picked out and… well, he just… I mean, we… Oh god… I don't even know how it all started… he touched me and told me I was beautiful and the next thing I know… things are happening…"

"You are the worst storyteller sometimes… I swear…" Sam rolled her eyes and grunted. "You had this big story of you and Tasha going at it but this you can't even form a damn sentence. I mean, I get it… I certainly understand not being able to think after Freddie goes to work on you… but please… Mama needs details. I was stuck down here listening."

"There's just a lot…" Beet red once more, Carly just collapsed onto her side, eyes wide and reliving the previous evening, and then this morning. "Just… just ask me things. Is that… is that easier?"

"I guess… umm…" the blonde gripped the bridge of her nose for a moment as her head shook. "Did he… go down on you?"

"Oh yeah…" If it was possible to smile wider than when she walked in the door, Carly was doing it now, just thinking back to the way he devoured her body. "Freddie was so… in control. He licked and sucked and… touched and… I thought I'd feel like I was being examined but he just… I can't even…"

"Yeah… I get that…" Sam nodded, a grin spreading as she was well aware of his prowess. "You returned the favor, right?"

"That was… I was worried about that part…" Carly tucked her hair behind her ear and just looked at the floor. She felt like admitting how it went might cause Sam to gloat at her 'abilities' for that act. "I mean you told me that he was… big. But then I got there and I tried and… I mean... do you unhinge your jaw like a snake or what?"

"Trade secret…" she smirked back, biting her bottom lip, just imagining the demure girl she'd known for so long choking herself on Freddie's cock. "But did you like it? And more importantly… did he?"

"Once I got the hang of it… I _really_ liked it…" the brunette was almost giggling as she grew redder. "It was so hard and big and I just loved that I had this… this power over him. He's gotten so strong and… I don't know… manly… in the last couple years… but there I was… half of it in my mouth and half in my hand… I loved… that I could do this thing… and make him moan and groan… make him… you know… finish…"

"Oooh… did you swallow?" Sam got giddy, grabbing Carly's hand, just as much to accent her excitement as it was to touch the girl. "Please tell me you didn't spit…"

"The first time, he ah… finished… on my face and my… chest. But this morning…" Carly's eyes rolled from side to side, biting her lip and showing a grin, "… I did. It wasn't… you know… a strawberry banana smoothie… but I liked the feeling and even liked the taste."

"Your boy drinks pineapple juice, and you should be thankful…" the former bully nodded and watched her friend for a moment, once again imagining her bare body getting coated with cum, and her cheeks full like a squirrel before gulping a heavy load down. It was a problem she would need to take care of soon enough. "So… foreplay aside… tell me about the moment… finally doing it. Trading that V card for the Fredward ride…"

"Like… I knew it would hurt… but I didn't know that it would _hurt_ that bad…" she groaned, her hand absent-mindedly moving to the front of her dress, feeling the phantom pains. "But he was… perfect. Gentle, slow-"

"Until you didn't want him to be…"

"No… he told me… to set the pace. And I wanted it slow and I wanted it gentle…" Carly sighed as she relived the moment once more. Seeing his brown eyes just looking deep into hers as he entered and exited, so focused and emotionally invested in her and her pleasure. "He was big enough that I didn't need any more excitement… We started… getting more intense toward the end… and some this morning but… yeah. He wasn't this mad Beast that you commented on."

"Give him time, Shay…" Sam nodded with a knowing grin, reliving her own moments with 'the Beast' where he made her a ragdoll by the end. Taking Carly that way seemed… somehow antithetical to who Freddie was for some reason. And for some reason, she knew the word 'antithetical' now, so that was something. "So… two thumbs up for the sex?"

"Two thumbs, eight fingers and ten toes…" she giggled back. "Still feel like that's not enough."

"Probably because you are eager to get back to doing this…" The blonde grinned, laying back and putting all limbs in the air, along with her abdomen, as if she was a sloth, or more precisely, getting drilled by their shared lover while she hung on for dear life. Still, it looked more like the first one, so further clarity was needed. "Ungh Ungh… Fuck me so good! Get in deep, baby! Stretch me out with that big-"

"Clearly I'm interrupting something…" a voice called from behind them.

"Spencer!" Carly went wide eyed, frozen as her brother just stood there looking mortified. "Sam was just… ah… showing me this… um… idea that-"

"The less I know the better, I think…" he rapidly nodded, not daring to look at the blonde who was still keeping the sloth position, possibly out of pure mortification. Or maybe she believed his vision was based on movement. The tall sibling started stepping back slowly, trying to keep eye contact with Carly but deathly afraid of why this conversation might be happening. "I'm… ah… gonna go… to my room. Where my bathroom is… and where I can blast the scalding water… directly into my eyes and ears…"

"Spencer…"

"Carls… I'll probably be there for… I don't know… ever, possibly… so… whatever you girls want to eat for dinner… I'm just gonna leave some money… here on the table, so… yeah..."

And with that, he was gone, door slamming shut and the blonde finally relaxing and trying not to burst out laughing as Carly felt so awkward she considered crying.

So, really… even after all the time apart, nothing had changed. Well, almost nothing.

* * *

 **Benson Apartment  
**

Freddie was relaxing back on his bed, having changed into some boxers and a t-shirt to enjoy his first real evening off in a while when he heard his door start slowly opening. He opened his eyes, expecting his mother to start complaining about something, but was surprised to see Sam.

Sam smirked to him as she slipped inside and closed the door behind her. She slowly strolled to him, giving him a seductive gaze.

"Sam?"

She brought a finger to her smiling lips as she approached him. "Sssshhh… we don't want your mom to hear us…" She crawled onto the foot of the bed and immediately went for the waistband of his boxers.

Freddie's eyes went wide as her fingers curled over the waistband of the boxers and she started tugging them down. He hissed out with a slightly knotted brow, "What are you doing?"

The blonde cocked an eyebrow and teased him, "What does it look like I'm doing? Carly filled me in on the details of what you to did and what can I say… it's made me pretty horny and…" She tilted her head to the side and smirked. "…just want to remind you that I get to enjoy you too…"

She took only a few more seconds to finish pulling down his boxers to reveal his flaccid manhood. She leaned down, bringing her face to his manhood and stuck her tongue out, taking a broad lick up the flaccid member and coating it with her saliva. She took another lick and another, causing it to quickly twitch and stiffen. She moved her mouth down to his balls, giving them a few licks while her right hand moved to grip his hardening shaft and corkscrew stroke it to work in her saliva.

Freddie bit his tongue and groaned from deep in his throat, reaching down and palming over the top of the blonde's head. He laced his fingers through her gold locks, gently scratching her scalp as she slurped one ball into her mouth, sucking on it then releasing it. She moved to the other one and repeated the process before her hand moved up enough to palm over his crown, rubbing over it in circles with her palm.

Sam released his jewel from between her lips and licked upward his shaft until she reached his crown. She held him up with her right hand so she could easily wrap her lips around his crown, moaning loudly as she enjoyed his taste and texture. She soon lowered her head, slipping more of him into her mouth to take just the first few inches of him. She moaned and gargled a little bit, stroking the part of his shaft that she didn't take in her mouth.

The former tech-producers fingers tightened in her scalp, groaning a bit as he rapidly reached full strength with her sucking and stroking of his shaft. He parted his lips, bearing his teeth as he growled, feeling her tongue run back and forth over the underside of his shaft.

The blonde moaned louder as she picked up her bobbing, twisting her head a bit with each bob. She starts moaning and groaning louder and louder with the enjoyment of him in her mouth.

His breath was picking up, but not as loudly as Sam's muffled, yet vocal sounds. In fact, she seemed be louder than normal, really enjoying her attention on his shaft. He wouldn't usually care and it would be a turn on that she was so turned on and enjoying it, but they didn't exactly have privacy with his mother roaming the apartment and could walk in any moment.

He tightened his grip in her hair and gave her a gentle tug, whispering through a groan, "Sam… Sam…"

She popped her mouth off of him, licking her lips off of excess saliva and teases him, "What?"

He nervously laughed, "My mom is home… she could walk in any minute and… well… you're… getting kind of loud…"

She lapped over his crown then winked to him. "That's what makes it so fun…"

"Come on…"

"You first…" Sam slipped him back into her mouth and loudly moaned around his crown, picking up in stroking him as she was getting hungry slurped him. Her tongue rolled around the underside of the shaft. She popped off again and muttered a breathy tone on his crown, "What do you think… would happen if she saw her… precious boy… being blown by… me the she-devil delinquent… would she turn white… would she explode… mmmmaaahhh…"

She lapped at his crown then shoved her head down, bobbing faster and moaning louder, letting her saliva escape past her bottom lip and trail down the underside of his shaft. The bombshell blonde used the extra saliva to stroke the rest of the shaft. She gagged and gargled in trying to take as much of his shaft without deepthroating him.

"Unnghhh…" Freddie gritted his teeth, holding back the primal growl he wanted to let out as he raced towards his release because Sam was eager, sexy—especially with her ass sticking up in her tight jeans—and the chance that his mother could walk in on them at any moment. He could have easily held back and enjoyed this, but his concern for his mother seeing a sight he didn't want to see was the far greater than extending this pleasure. He softly growled out, "Sam… uuggrrrahhh… Sam… I'm… getting close…"

The blonde troublemaker lifted her head up, freeing his rod from her mouth but continued to stroke him. "Wow, you must be turned on as much as I am to blow this fast."

He cleared his throat and replied, "Let's just say I had pretty good motivation and… well, you look really good in those jeans."

"Thanks… and you're welcome…" She winked at him then took him back into her mouth, bobbing like a mad woman with her blonde locks bouncing and her hand stroking him nearly in a blur. She obscenely moaned around him, showing her eagerness for him to blow. "Mmmmrrmmm…"

He closed his eyes, growled then relaxed his pelvic and inner thigh muscles. He felt a wave of pleasure to through him, his balls tightening then his hips jerked upward several times as he popped in her mouth.

Sam moaned and groaned as the first shot hit the back of her throat that caused her jerk a bit and struggle for a second she needed to swallow the thick, creamy release it to prevent from choking then held the follow-up shots that quickly filled her mouth. She moaned as the taste dance across her taste buds, taking her time to enjoy the flavor.

"Jesus…" Freddie sighed and relaxed back on the bed, huffing for breath. His muscles twitched occasionally as they relaxed and his nerves tingled as his shaft flexed a bit. "That was… just… fuck, Sam…"

"Maybe next time…" She slowly pulled back, sliding her lips over the circumference of his shaft to not lose a drop then slurped off his crown. She swallowed a bit of his cum then made a show of running it around in her mouth with her tongue then visibly swallowing it. She took several moments to get it all down then she smiled, quite satisfied with herself. She sat up on her knees, wiping her bottom lip and grinning as if she had just won the lottery. "Well… that was fun, but I better get going before your mom walks in…"

"Wait…"

"What-" She turned and began to slip off the bed, but he reached out and grabbed her wrist. He tugged her back to fall back on the bed. "The fuck you think you're doing Benson?"

"Just… shut up…" He let go of her wrist and hastily wrapped his left arm around the small of her back and pulled her close to lay beside him. She let out an unexpected giggle as she relaxed back against him, allowing herself to feel free for a moment. "Actions have consequences…"

Freddie started placing kisses on her cheek and the corner of her mouth while his hand slipped down to her waistband, popping the button to her jeans then pulled the zipper down to the end. He kept her distracted with kisses that eventually reached her mouth, not minding the bit of salty aftertaste as he slithered his hand under the waistband of her panties to feel her flower already coated with a faint coating of her dew.

"Mmmaaahh," she moaned with a playful smirk on her face as they shared kisses. She whispered between them, "Someone's getting… a bit… handsy… I thought you were worried about your mom catching us?"

"Maybe…" He softly growled, his desire and primal urge for her start to rise to the surface, "… but… do you think I'm just going to let you walk out of here without me getting a taste of you?"

"Carly will-"

"Hush…" He didn't give her a chance to answer, pushing a finger in her mouth, as his other fingers started rubbing in circles over her flower, stretching her panties a bit for his hand. As he teased her petals so he could smear his fingertips with her nectar and work in a finger, he growled into her ear, "You know… I think you need to be taught a lesson… that's always been your problem… no discipline, none that's really ever stuck… coming in here when my mom's home… risking me getting in trouble…"

"Mmmaaa…" she gurgled, pushing his digits out with her tongue. The former bully couldn't help but sigh, closing her eyes and rubbing her forehead against his cheek. "You know… that's never… really worked… aaahhh… for me…"

"It needs to… we're graduating soon…" Freddie began, as he finally worked in his left middle finger between her nether lips, drawing a deep whimper from her. He gently started pumping her while his right hand started pulling up the hem of her shirt so he could get his hand under the semi-loose baseball T-shirt. "Getting older… maybe pursuing life as an actual adult…"

"I like the _adult_ things…"

"Exactly… and we can't have you being so… reckless… you're going to have to… ggrrraaahh… grow up a little…" Just as he mentioned her growing up a bit, his right hand reached her left breast and pulled the bra cup down to free her heavy fleshy mound under her shirt. He eagerly started massaging it, kneading the fatty tissue in his powerful hand and letting his thumb brush over her pink nub. "You… are trouble… and trust me, trouble has its place… but you're just being _bad_ …"

"Bad? Me… No…" Sam softly bit into her bottom lip and whimpered from the duel combination of attention, "B-But so… so what if I… I am… uuggghh? And what are you… aahhh… going to… do… to help me?"

"I'm going to do everything I can…" He growled against her ear, "I think I'll… have to keep… a closer eye on you…"

"Mmmmaaahhh… think so?"

"I know so," he growled a little louder with his finger starting to pump her faster and ground his palm on her love button. "I'll watch for those naughty little behaviors… being bad just to be a bad bitch… and I'll make you… make you see… see that being bad toward me… doesn't feel as good… as being bad… _for_ me…"

"Mmmhmmm…" She had been so worked up from blowing him and the possibility of being caught, she was on the brink as soon as he stuffed his hand inside her panties. Her hips rolled and she moaned, shivering a little bit as her muscles twitched in contraction and relaxation. Her tangy, delicious nectar slowly coated his fingers as he was on the brink. "Bad… for you…"

"Be bad… be naughty… be a little brat… and I'll break you… in all… the… right… ways…" After several more pumps of his digit into her molten heated flower, she turned her head and crashed her lips against his mouth. The contact of their lips and her trying to shove her tongue into his mouth as deep as she could manage, muffled her scream as her body jerked in his grip. The pleasure exploded deep in her core and spread throughout the rest of her body, bathing her in warmth and ecstasy. Her extremities tingled and shivered for several more seconds before she slumped in his embrace. She softly wheezed once she broke the kiss, her shirt straining with each deep breath the rose and lowered her chest. "You're mine… to punish… aren't you?"

"Mmmhmmm… whatever you say…" she swallowed, her voice hitching, and goosebumps spreading at how the 'Beast' would come out and play. "I'm yours, Benson…"

"I know… and I appreciate it… so fucking much…" He pulled his hand from under her shirt and used it to help his other hand pull her jeans of her hips along with her panties down to her mid-thighs to expose her. It was definitely not a sight he wanted his mother to see, but he wasn't done playing with his naughty troublemaker. "How can such a bad girl have such a pretty and perfect pussy, Princess Puckett? Doesn't seem right…"

"Fuuuhhhhhck…"

"Not right at all…" He slipped his left hand between her legs and began brushing his fingers up and down her slick center while his mouth went to her neck to eagerly kiss up and down. His hand slipped up her body to slip back under her shirt. He took a hold of her fleshy mound and started kneading it again, occasionally catching her stiff bud between his finger and thumb to roll it. "Beautiful, full, soft tits. Shapely ass. Sweet, hungry mouth… and a hot, wet, and delicious sex… Best I've seen today… Well… maybe..."

"Unnnghhh… m-m-maybe?" The blonde bit into her bottom lip and squinted, huffing out breath as the fire of desire in her gut reignited, stoked by his expert touch on her body. She rolled her hips to meet his brushing fingers that parted her petals and teasing the inside edge of then and dipping the tip of his finger inside her, working to slip more of it into her sleeve. "Y-you mean… C-Carly has-"

"Best not make it a contest, princess…" As he slowly pumped her, he whispered into her ear, "Are you serious about Carly joining us for a night?"

Sam nodded her head, sighing out deeply, barely keeping her eyes open as her muscles slowly clenched and relaxed around his fingers. Her nectar started leaking past his finger, allowing him to smear it over her petals.

"Princess…" He slowed his pumping, brushing his palm against her love button to tease her, almost tormenting her with the slow down in attention. He softly growled into her right ear, "I asked you a question…"

"Yes…" The blonde licked her lips, huffing for breath, "Yes… auuuggghhh… Carly wants to… uuuggghhh… join us… together… all three… of us… uuuggghh… fffuuuckk…"

"Well…" Freddie nibbled her earlobe, slipping in a second finger and picked up the pace in pumping her. "Do you want that? All three of us? Have you… mgggrrahhh… ever thought about that?"

"Yeeessss… mmmaggghh… I… I have…" she whispered, showing more vulnerability than she'd shown in her entire first decade of life. "A lot now… I want you both… I want to watch you fuck her… and make her watch as I get my brains fucked out…"

"You dirty… naughty girl… I think… we should… make it happen…" he softly growled, his fingers really pumping her with the slick sound of sliding the digits back and forth competing with the sound of the Sam's moaning and whimpering. "But I want to see you… worship each other… see you both appreciate the bodies that deserve all the adoration in the world…"

Her shivering and moaning picked up, loud enough to possibly draw attention from his mother. He pulled his hand out from under her shirt, grabbed her chin to pick up trading fast and aggressive kisses while his fingers picked up pumping her.

"Mmmaagghhh, mmmaahhh, mmmuuugggghhh," Sam aggressive moaned into his mouth as her hips bucked, pushing his fingers deeper into her sleeve.

The combination of his pumping and her grinding forward over the next several seconds was enough to push her over the edge. She let out a squeal into his mouth, bucking her pelvis forward as the second release tore through her body. Suddenly, Sam felt a wave of euphoria and a relaxing peace throughout her body.

"Now…" he growled, breaking the kiss and replacing his lips with his coated fingers to feed her hungry and eager mouth. His cock twitched at the sight and feeling of having the digits suckled for all they were worth. "Now we are even…"

"Mmmhhrrhhmmm…" After several seconds, she slumped in his grip again and withdrew from his fingers. She heaved on his lips and chin, but Freddie picked up the affectionate kisses, letting their tongues run over their lips, savoring the delicious nectar that still leaked from the blonde. Sam was the first to break the kissing, whispering against his mouth as she rested her forehead on his forehead, "I… aahhh… better go before… your mom shows up…"

"I hate it… but yes…" Freddie nodded his head and let her pull away from his grip, sitting up and turning her legs off t the edge of the bed. "Next time, think less about the tease and more about how I can treat you like you deserve… in an empty apartment…"

"It's all I will think about…" Sam smirked as she stood up and pulled her panties up, adjusting the elastic band around her hips then her jeans. She buttoned them up and headed for his window. The perfect blonde winked at him then climbed out of it and headed for the neighboring balcony.

* * *

 **I know it is a bit short after such a wait but I hope it was still worth it. The next chapter shouldn't be too far off either, and ideally the other projects will continue to go smoothly as well. I can't wait to get feedback on this and hope it's all positive. If not, that's cool too. Until next time.**


	7. Chapter 7

**Long overdue, I know... I know... I'm out of excuses. Just hope you like this.**

* * *

"Mmmaahh! MMuuaaahh! Mmmuugugghh," Jade helplessly moaned into Tori's powerful kiss as she was pushed hard against the door of the janitor's closet after the brunette had pulled her into the room. The door jittered a little from the impact, but neither cared as one was getting a breathtaking kiss while the other was trying to pour her passion into the other's mouth. "Mmmhmmm…"

Jade tilted her head to one side as the brunette deepened the kiss, pushing her tongue past the gothic teen's pink lips and trailing the muscle over it and her teeth. She felt Tori's hands grip her hips, keeping control as she dominated the kiss and pressed her smaller chest against the far heavier chest, causing her cleavage and swell of her flesh to push upward.

She wrapped her arms around Tori's neck, keeping her pulled close as she attempted to meet the invading tongue in battle. She moaned louder at the taste of her girl-next-door partner, a mixture of strawberry lip gloss and her natural caramel flavor.

Tori maintained her dominating kiss as she shifted Jade to the right of the door, the raven haired future actress's ass barely missing the door handle as she was directed to the small bench next to the door. She was urged with a pull on her hips to take a seat on it then instinctively spread her legs, as the brunette struggled to stand between them and not break their kiss.

She trailed her hands up Jade's body, brushing her palms up the sides with her thumbs brushing over the outer curvature of the heavy, full breasts before she cupped under them and gently began to massage them. She moaned louder, eagerly into Jade's mouth as she felt her own arousal and need for the future movie star.

"Mmrrrhhmm…" Tori moved her hands to cupped Jade's cheeks as she dominated their kissing, pushing her tongue past her pink, lip gloss covered lips. She slightly rotated her hips, grinding her jean covered center over the thin material of her panty hose and underwear.

"Mmmunnghhh…" Jade sighed deeper into her mouth, moaning from the stimulation on her center. She whispered between breaths and kisses, "MMmmm… someone's… mmmggghh… all hot… mmunnnghh… and bothered…"

Tori returned several kisses, moving her hands again to brush over Jade's collarbone and to her shoulders, taking a hold of the flannel shirt that belonged to Freddie and pulled them down her arms to reveal the straps of her bra.

"You… mmrrrpphmmm… have no… mmhhmm… idea…"Once trapping Jade's arms to the sides, she moved her hands back up to palm over Jade's black scoop-neck shirt, massaging her heavy fleshy orbs through the material of the shirt and bra, before she uttered, "It's all… Freddie's fault… mmmaahhh…"

"Oh?" Jade eagerly kept up the kisses, breathing her hot breath into her mouth while her temperature and arousal rose and tilting her head back and forth. She brushed her hands up and down the brunette's sides as an outlet from the feeling the tingling in her chest from the attention, the friction of her bra brushing over her hardening buds just right as Tori gently squeezed and pushed her fleshy orbs together. She muttered through soft hitches of breath, "Mmmmggghhh… it… it was? How?"

"We… mmmaahhh… texted and talked and he…" Tori's breath hitched, clearly reliving the previous night and the 'feelings' elicited by their shared lover, "… he got me so hot, made me… made me edge… but… told me… I couldn't… mmm… cum… until… until I saw… it had to be… mmmmaahhh… you…"

"So that's it…" Jade's pierced eyebrow flicked up as she smiled into the heated exchange of kisses. "So you thought you'd… mhhmm… get me all hot and bothered… and then… I'd make you cum? Is that it? You wanted to use me?"

"Use you? I would… never… I mean…" Tori broke the kiss as her hands moved past the heavy breasts to Jade's shoulders, hooking her fingers over the shoulder straps of the top and the bra. "Yeah… I already love to… enjoy our time together, so… I could take care of you and you could take care of me…"

She didn't bother waiting for an answer as her mouth with to the left side of Jade's neck, kissing down it while her fingers pulled down the straps to the scoop-neck shirt. She kept pulling until the straps were practically to her forearms to pull the shirt and her bra cups down to reveal a sight that made Tori lick her lips: Jade's full, pale buxom breasts topped with hardening pink nubs.

"My god…dess…"

"You flatter me…" Jade cupped the back of her head with her left hand, sighing deeply for a moment as Tori titled her head down to her right and latched her wonderful lips on the tightening tip to suckle. She softly bit into her bottom lip to stifle the whimper as she felt the electric tingle through the bud travel through her sensitive mound of flesh as Tori softly moaned against it and suckled. The mean girl was finally able to whisper out, "You know… maybe… mmmaahhh… just maybe, you don't… _deserve_ to cum… right now…"

Tori pulled her mouth away from the side tip, now covered in her saliva and asked with an astonished look on her face, "Why?"

The gothic aspiring actress breathed out, taking the chance to reign in her arousal, "Why? You left me hanging last night… I was super fucking horny… and you didn't respond to any of my texts…" she teased then put on a pouting face. She added in a voice and demeanor that Tori would playfully use on her, showing her sweetness, "…you made me feel soooo fucking lonely and unwanted…"

"You know I didn't do it on purpose…" Tori turned a poutful gaze towards her, usually doing the trick to melt her icy heart, and replied, "I was talking with Freddie. OUR boyfriend. You can't hold that against me."

"I can do anything I want…" Jade raised a finger the best way she could with her arms trapped to her sides with the straps of her shirt and bra and the sleeves of her shirt. "And you couldn't multitask? Or bring me into the texting party?"

"You're being so unfair," the brunette replied, giving her an adorable pouting expression. "Jaaaade…"

"Don't…" The pale skinned teen smirked, loving teasing her love as she replied, "It wasn't fair leaving me to just diddle my clit last night, so… what are you going to do about it?"

Tori had picked up over the course of their relationship the looks Jade could convey in her expressive blue eyes. She saw that she was just teasing her and didn't really want to deny her, but she wanted a little fun before it happened. She playfully grinned, feeling a rush of playfulness on top of the horniness. She teased trailed her palms up and down Jade's sides just under her breast, "I think… I'll worship you until you give in… drive you just as… horny as I am then you can feel what I'm going through and have some sympathy for me…"

She tilted her head down again and latched her lips around the left nipple again, softly suckling it a few times before relaxing some pressure then teased it with the tip of her tongue, her eyes glued to Jade's. The pale girl's eyes screamed a dozen different emotions, including anger, fear, jealousy, and of course, eroticism, but none coming through as much as love and adoration.

"You taste so good, baby…" Tori grinned as she hooked her fingers over the waistband of the hose and panties then shuffled them back and forth to work them, but quickly realized that her sitting prevented them from coming down. She took a hold of Jade's hips then her off the bench. She tilted her head to the left and started licking in a spiral over the front of the right breast, leaving a fine film of saliva while her fingers finished pulled the material over her hips and halfway down her thighs. "I can smell you… smell how much you want me…"

"You have that effect, Vega…" Jade huffed, eager for the teasing to end and the real show to begin. She could see it in the glassy brown pools of Tori's eyes though; this was a woman possessed and she was on a mission of pleasure. The tan girl was an artist and she treated every touch and taste like Jade was her masterpiece. "Though I like the effect I have on you…"

Ignoring the statement, the younger Vega turned her focus on licking the stiff nipple while her right hand fingertips carefully brushed over the warm, wet center. So inviting for the digits that Tori couldn't help but push one inside to wiggle around, earning quite the sound from the goth.

"Shhhhitttttt… mmmhmmm… magic fingers…"

"If you like those… then you're gonna love this…" she whispered back and sunk fully to her knees and pressed her face to the near bare center of her lover. Her finger kept toying with the peach as her tongue stretched out to lick up and suckle the succulent sex of her longtime bully and current lover. The almost 'too-long' tongue tickled the love button as she pursed her lips over the hypersensitive clit and just suckled. "Mmhhmmm..."

"F-F-FFFUUHhhhcking shitttt…" Jade shivered, her eyes rolling back a little. It was so much so fast that it actually blew her mind how he could accomplish such a feeling within her. Her hips bucked and the Latina brought her to the very edge of pain and then stopped, moving down to lap at the released juices from the act. "Vega… you…"

"Shhh…" Tori said, reaching up with the finger that had just invaded her and pressed it to the ruby lips of the dark haired goddess. Her own flavor was hit and miss but with Tori's finger, it tasted perfect. She suckled the finger as Tori lapped away, eventually pulling it back so that the index and middle finger to go back inside and saw away at Jade's resolve. She whispered as she lapped at the delicacy before her, "All that stress… all the pent up feelings… let them out baby… let them out… I wanna take them… take them all… give me… give everything…"

Tori might have said some other words, but Jade couldn't hear them. She couldn't hear anything but the overwhelming beat of her heart filling her ears until it melted into a dull hum.

"Aiinnghhh…" Jade grabbed at her mouth to bite on the side of her hand, hoping not to alert anyone. She came and she came hard. Harder than Tori had made her cum in what felt like forever. Her sex just contracted wildly, milking something that wasn't there, and Tori kept it going, lapping around the swollen clit, even as the pale, hose covered legs tightened around her neck.

Vision blurring and air coming in irregular patterns to desperate lungs, Jade found the strength to grab the brown hair of her aggressive lover and pull her. It wasn't much but it gave her just enough of a signal to recognize that she had done her job on the usual mean girl. Tori slid up and cupped Jade's cheek as the two girls shared a deep and fulfilling kiss that warmed each of them up.

"So what do-"

"You… you shut… that _perfect_ goddamn mouth…" Jade slipped off the bench, reached for her purse and pulled some scented wipes out. Tori always did a thorough job in licking her clean, but she needed to be a bit fresher if she had to go through the rest of the day. She quickly and carefully wiped herself down then balled them up and put them in her purse  
pulling her leggings and skirt up. "You are going to explain… explain where… _that_ … came from… later…"

"Well, I-"

"Hey… hey…" Jade snapped, with both her tone and fingers, almost growling as pinched Tori's cheeks together. "What part of shut the fuck up, do you not get? You don't get to break my fucking brain and then just talk… Not cool."

Before the tan girl could unnecessarily respond again, she roughly took Tori by the hips, running her fingertips over the waistband of her jeans until she reached the button of her fly. She popped the button then pulled the zipper down, exposing her cute little pink panties. She pulled the hip hugging jeans down to her ankles then followed by her panties—that already showed a heavy damp spot. She took her by the hips again and jerked her around to face the bench and pushed her to lean over, and Tori wasn't going to argue.

"You want attention? I'm going to attend the shit out of you, Vega…" She knelt down behind her, palmed over her tan ass cheeks and pulled them apart to reveal her tight backdoor and her slick flower. She took a broad lick from just under her love button, over her slit and just to her starfish. She closed her mouth and moaned at the delicious flavor. "Why do you have to taste so goddamn good all the time?"

"Mmrrpphmm…" Tori shivered from the lick and stifled a desperate whimper. She was so on edge, she knew she'd release soon without much more stimulation. The addition of the power Jade held just in having her in this position was driving her even more to her limits.

Jade picked up her broad licking to first clean the sweet taste then focus on one lip, suckling and making out, then the other, working her way to the center. Her hands massaged the cheeks as her tongue worked between the folds, slithering between them to get to the source of the delicious flavor. She parted her lips wider to mouth over the entrance then started humming a song.

"Uhhhnnngghh…" The brunette bit into her bottom lip and covered her mouth, stifling her moans and cries as best as she could manage while she desperately gripped the edge of the bench. Her knuckles began turning white with the effort of squeezing for stability, unsure if she could survive a massive buildup like this. It had been a couple days of edging and she needed the release, but now it felt like there was a bomb inside her.

If Tori was the bomb, Jade was a wildfire, burning its way right to the center where all of the explosives lay in wait. She lapped and suckled at the succulent sex and added a couple fingers every so often to keep the Latina on edge. And even added a little pressure and attention to Tori's backdoor, which was earning more and more pleasurable attention each time they fooled around.

Tori looked back and wondered if she was now unable to cum from fighting it so hard for a couple days, and when Jade looked at her, time suddenly stopped.

Jade felt it happening first as Tori's body shuddered and shook, her dripping pussy tightening and clenching against the invading fingers and tongue. The tan legs turned to jelly and she simply collapsed onto the ground, Jade barely able to catch her and Tori seized as her orgasm washed over her. Her brown eyes rolled back and Jade's hands and the floor soon flooding with Tori's release.

"Hey… hey… hey…" The gothic teen slid down with the brunette, protectively cradling her as the hot and well satisfied Latina shuddered and mewed through her release. She cradled the back of Tori's head and pulled her face forward to plant on her bare left breast, hoping to muffle the louder cries of pleasure. "I got you, Vega… You really did… have quite the backup didn't you?"

Tori gave no response and showed no resistance, feeling drained from the experience and parted her lips to take the nipple into her mouth and suckle for comfort and relaxation, mimicking an apparently former member of their little group.

"Mmmhmm… Vega… my angel…" Jade pulled her fingers out of Tori's flower as the brunette enjoyed her treat and brought them to her curled lips, a shine in her eyes of delight at making her girl cum so hard and now she got her second reward. She slipped her digits past her lips and closed them around them. The former mean girl softly mewed as she suckled and lapped her tongue around them clean. "I don't think you've ever tasted better…"

Words still weren't Tori's strong suit just yet as she grinned and watched her love savor her inner nectar. She wondered if this was the best she had ever felt with Jade, despite the cramped, dark surroundings.

It took a couple quiet minutes of tender kisses and soft, calming touches, but soon enough, the sexual hunger and aggression finally died down.

"Vega…" Jade brushed her fingertips over Tori's left cheek to comfort her. "You know I love you more than almost anything in the world, right?"

"Y-Yeah… why?" The Latina licked her lips, wanting to taste more of Jade's transferred vanilla gloss in case bad news was coming. "Jade?"

"I just…" Jade sighed and shook her head. "I just needed you to know that. That even though I'm the gankiest bitch in all the world, and I do not deserve you… you mean everything to me. And I want to spend the rest of my life like this, with you…"

"J-Jade…" Tori was frozen. This wasn't the bad bitch of Hollywood Arts. This wasn't the sultry sexpot that fed off of lust and sin. This wasn't the bravado of the dominant dame that demanded her adoration. This was Jade West in the rawest form. This was the lonely and scared rich girl who could be anyone except herself. And this… this was the woman that Tori Vega would one day marry. No question.

They didn't have to talk anymore, release gentle tears as they embraced and shared long passionate kisses that couldn't and wouldn't rile up the carnal desires but the most intimate fantasies each held for the other, believing in their hearts that those fantasies would be the reality of their future.

Like a doll, Jade helped dress Tori once more and checked her over for marks and spruced up her look, well aware of how easily the rumors could start about people even if the 'gay thing' was more mainstream now.

Tori slightly parted the janitor's closet door, peaking out around the edge of it. She casually saw students going about their business, not paying the room any mind. She exited it with Jade following a pace behind her, rambling in faux anger to cover up what they had been doing and hopefully making any passerby think they had yet another argument that had to be settled in the closet. The ploy surprisingly worked most of the time as it would appear that most of the student body thought the pair hated each other, save for a few 'Jori' fans that made Slap posts about them weekly.

As they made their way down the hallway, they spotted Cat lazily walking, holding her notebook close to her chest with her chin down and looking at the floor. Her clothing had become darker, but nothing that would make her stand out in a crowd unless you truly knew her well. She avoided hanging out with her friends and long gone was the chirpy shiny personality.

"We should-"

"We tried, Vega…" Jade cut her off, dropping her 'bitch act' for a moment, filled with genuine concern. "You know Cat needs to handle this on her own. Every single one of us have tried to reach out and she's not having it. I tried to get her to do a girls' night with us but she blew me off for homework. Fucking _homework._ "

"Yeah, but…" Tori took a deep breath and went through everything of the last few weeks in her mind. The breakup hit the sweet girl hard and she had skipped lunches, dinners, hangouts, other dates, and even some classes because of this mess. Saying a single word about it only made her put on a fake face and then leave at her first opportunity. "But we are her friends… we should be there for her, right? No matter how much she pushes back, we push harder, you know?"

"Vega, somehow I don't think that using your system of seducing me is going to work…" The goth turned toward her locker, carefully placing a hand for a moment on her love's lower back, their nonverbal signal for their love in school. Once in front of her books, Jade shook her head and just rattled off. "Pretty sure there's only one person who can make her feel better…"

* * *

- _Not interested. Wutever ur game is here J I dont wanna play_

Jade took a breath, staring at her phone, wondering how she should phrase her next message, now trapped after stupidly sending one off at all. After another dozen seconds or so of just staring at her phone, she started tapping away with her thumbs a message, pausing ever so often to gather her thoughts on how to properly convey her meaning. She backspaced several times during her message as she composed it, reading it several times then once she was as happy as she was going to be with it, she sent it off.

 _-No games, Puckett. You need to reach out to Cat… she's not well._

 _-well she was fine enough 2 slap me n tell me she never wanted 2 c me again_

 _-She was pissed… and she had every right to be. And you have every right to adhere to that… but…_ Jade paused for a moment, trying to find her footing for the rest of the conversation. Sam was aggressive, but she was passionate. It's what made her see Sam as her one true equal. – _Look… I know I'm not the best in giving advice, but… at some point you have to forgive, right?_

 _-How's that working out between u and beck?_

 _-Ok so first off, fuck you…_ Jade bit her tongue, sending that off without thinking and feeling like maybe this was a waste of time to try and reason with someone who was more animal than girl.

 _-now theres the jade we all no so well. Nice aint ur style._

- _Fine. There is a world of fucking difference between the two. Beck is purposely being an asshole at times because he can't fucking deal with the fact that I found someone a million goddamn times better than him. You and Cat though…"_ She waited for a moment, relieving some much needed tension on the 'ex' topic, then continued typing. - _Neither one of you are the 'bad' one. You just feel what you feel… but the poor girl is made out of feelings. While you, the rebel, got Freddie, Cat had no one. If you care about her still, you need to text her._

 _-I aint goin back 2 her_

 _-No one says you have to… and I get it, I do…"_ The goth looked around, actually feeling Tori's presence disappear from the hallway as she headed to class. – _All I'm saying is that a quick check in wouldn't hurt. You are the only person I think that could reach her._

 _-ill think bout it_

 _-All I ask…_ Jade released a soft sigh and looked over at the slow moving redhead and the wheels started turning in her brain about what to do next to 'fix' Cat. But it wasn't in her hands anymore. At least, not for the moment. – _You're doing ok, though, right?_

 _-yea y?_

 _-Because I care about you too… and you don't exactly talk to me about… you know… you._

 _-dude we talked last week_

 _-Yeah, but that wasn't about how you were doing…_ The pale girl slammed her locker shut and rolled her eyes, remembering exactly what led to their last big conversation, which became less of a conversation and more… aggressive. _Pretty sure we created phone 'hate sex.'_

 _-yup. But 2 answer ur ? or wutever, im good Freddie n Carls doin' good too._

 _-Good… try and stay that way for once…_ Jade smirked as she closed her phone and headed toward her class, reveling in the sly comment and trying her hardest not to think about her spiraling friend or the mind-breaking sex Vega had brought upon her or the bitchy blonde that pushed all of her buttons. Needless to say, she failed on every account.

* * *

 **Benson Apartment  
Saturday Morning**

"Probably should have thought this through…" Carly whispered to herself as she waited, watching her 'prey' for the morning.

It probably wouldn't have been near as awkward if she was wearing… well, anything. There also wasn't very much to do for half an hour while standing in a shower. She'd read the ingredients of his body wash and shampoo at least three times already. Plus, even on the cusp of spring, things were still pretty cold in Seattle.

She had to remind herself that this was all Sam's fault. The blonde's fun with Freddie kept replaying in her mind over and over again since Sam couldn't help spilling any and all details of her own surprise encounter, setting her on edge not just from the hotness in detail, but the spontaneous risk involved. In that moment, Carly decided she wanted a taste of that thrill, and then some, especially with guy she had overlooked for so long, which honestly made her desire him even more.

So… she (foolishly) decided that she would surprise him and that was why she was hiding in his shower—with Sam's help in sneaking into the apartment, waiting for him to wake up. She was growing a little impatient, wondering how long he was going to sleep in, but a little delicate brushing of her fingertips over her delicate flower, it help keep the edge off enough to tolerate the wait. But only barely.

It seemed like an eternity, but Freddie finally began to stir in his bed with, to her ears, at least, a sexy groan. She watched as he finally sat up and lifted his arms above his head to start stretching, growling out again at the relief he felt with his loosening muscles. He dropped his arms and sighed again before pulling away the covers and starting his way towards the bathroom.

Apparently she was not the only naked person in this room.

"Unnghh…" Freddie stretched a bit, raising his arms over his head then stretching from side to side, releasing slight creaks and cracks as he adjusted to being vertical. He turned towards the bathroom, taking another deep yawn and giving his neck some attention as well. "Yessss… needed that…"

Carly's peeping eyes were glued to his still-surprisingly toned physique, and his proud standing rod that seemed less like morning wood and more like a redwood at dawn. It bounced and shifted as he moved around the room, then towards the bathroom. She held her breath as he entered, so ready to pounce and surprise him. She mentally went through the countdown for popping out. '5… 4… 3… 2-'

 _PSSSSSSHHHHHHHHHHHHHHHHHHHHHHH "_ Unnnghhh… I gotta stop drinking water… before bed…" _PPSSSSSSSSSSSSHHHHHHHHHHHHH PPPSSHHHH PSSHHH PPPSSSSHHHH_

Yeah, Carly thought to herself, wincing and shaking her head, I really could have planned this better…

 _SSSSWWWWWWWWWOOOOOSSSHSHHHHHHH GUGUGUGGUGGGGGGGG._ Freddie flushed and headed straight for the sink to wash his hands and brush his teeth, and for the first time since she arrived in the apartment that morning, the former web star was thankful her love had such a clean routine.

"Shower time…" he sang to himself as he went to open the door but stopped short and grabbed some lotion by the sink. "Might as well, start the day right…"

 _Crrrreeaaaaakkk_

"Huh?" He turned as he heard the shower door open and his eyes went wide to the see the beauty of Carly's bare form in front of him. "Oh goddd…"

"Well…" She wore a sweet, innocent smile, but there was nothing innocent to her intentions as she finished stepping outside, wrapped her arms around his waist and gave him a chaste kiss on the lips as she pleasantly greeted him, "Good morning…"

Freddie gulped like a fish for several seconds, trying process the fact that Carly was standing before him bare as the day she was born and holding him, pressing her soft, lithe body against his stronger, well-toned body. His hands instinctively wrapped around her body to palm the small of her back, setting the lotion back on the counter beforehand, and pulling her closer to feel her warmth and presence.

"What… ah…" He nervously laughed, the only thing his frazzled mind could come up with to vocalize, "What are you doing here?"

"Kinda obvious…" Carly giggled at seeing that she was on the superior footing for once with him—well, since she had her sexual awakening—and replied, "To surprise you, of course… so, ah… surprise."

"Ah, surprise indeed… you certainly caught me…"

"Yeah, I did…" she carried on, not exactly sure where to go from here as she was making it up as she went along. His hanging member pressed against her thigh where she felt it twitch. She decide to give him a chaste kiss on the chin, then the lips, thinking that she was done with words, especially as she couldn't think of anything else to say.

Freddie, after a second of hesitation to process the fact that one of his wildest fantasies growing up was suddenly a reality in his bathroom, returned the kiss then gave her another one then a third one, each one becoming a little more intense than the previous one. His hands starting roaming over her backside, occasionally gripping her ass for a quick squeeze then back up her smooth back. She still felt like porcelain in his hands, believing that with one wrong move, or too harsh a touch, and she would shatter.

"Mmmhmmm…" Carly mewed into his mouth as she felt his strong hands glide over her body, making her feel small, yet precious in his physically powerful, yet emotionally delicate embrace. Her hands ran up his chest, over his shoulders and down his biceps, mewing and whimpering into their playful kisses as she felt she was becoming overwhelmed again by his mere presence.

However, before things could heat up further, she pushed on his chest to separate from him, giving him a playful expression with a soft bite of her bottom lip to show she was in a playful mood. She grabbed his left hand and pulled him towards the shower, something he gave no argument about as he easily followed her.

They stepped inside together and she closed the door behind them before turning him so his back was to the shower. She directed a soft, almost devious little smirk to him as she reached around his body and turned the shower handle.

"Ahhhahh!" He yelped in surprised then laughed as the initial cold water sprayed down on his back. He protectively wrapped his arms around his childhood crush until the water warmed up and brought his mouth back to her lips for a smiling kiss. He stole another quick one then another, each teasing each other with playful kisses. "I'm like… 90% sure this is a dream…"

"I know it's been my dream…" the former web star grinned and kissed his chest before nuzzling his neck.

As the water warmed up, he stepped back, pulling her along and brought both their heads under the water, letting it spray down on their bodies and flow down their respective heads, matting down their hair. The water rolled and beaded down their necks, shoulders and down their chests—one muscular and the other soft and supple.

"You are incredible…" Freddie smiled lovingly as he lifted her chin and planted a powerful, passionate kiss, suckling her bottom lip for a moment. He deepened the kiss as his right hand roamed back to her front and palmed her left breast, giving it a gentle squeeze and let his thumb brush over the hardening bubblegum pink nub while his left hand gripped her right ass cheek and give an affectionate squeeze.

"Mmrrhhhhmmm…" She sighed and squeaked into his mouth, feeling weak yet excited in his embrace as his hands gently and affectionately worked her body like she was made of clay. Her hands slid down his chest and around his sides, feeling his skin and the strong muscles underneath, still not brave enough yet to reach downward where a certain muscle grew stronger by the second.

They eventually broke the kissing to steady their breathing and smiled to one another. Freddie laughed with a charming smile, "So… you wanted to join me for a shower?"

"That sort of my plan… I was feeling a little spontaneous?" she rhetorically asked, looking into his eyes with a bashful lip bite of feigned innocence. "Needed a good… deep clean…"

"And this…" his eyebrow rose as he toyed with her rapidly hardening peak, "… this has nothing to do with another sneak attack I had recently?"

"I mean…" her cheeks reddened slightly as she looked downward, "… it doesn't _not_ have something to do with Sam's thing…"

"Uh huh… of course… turn around…" he playfully growled and before she even realized it, her feet complied and she was facing the wall. His fingers brushed down her smooth abdomen while his other hand gently circled a sponge over her shoulders, down to the small of her back and eventually to her bottom. She could feel that the cleaning item wasn't the only 'sponge-y' item pressed against her back as well. "So, you thought you would try and out-Sam Sam?"

"Something like that…" Carly muttered as he got even closer, pressing her now soapy back against his chest, and his rod tip nearly reaching the middle of her back. She could do little more than gasp as his hand raked over her body, cleaning her like he was polishing one of his awards, planning small kisses on the back of her neck. "Oh F-Fredddieeee…"

"Just relax…" he purred into her ear as his hands expertly took her body to task. The former tech producer lathered up her chest while his free hand moved over her mound and down to her slick sex. Before she could even ask, or maybe she would have begged this morning, his fingers teased her opening, almost demanding entry before pressing forward. "So hot and wet… and I don't think… it's because of the shower…"

"Nnnoooo…" the pale girl mewed out, starting to rotate her hips against his hand, her body hungry for that 'deeper clean' that only he could provide her. Her forehead pressed against the wall before her, his hardness growing between her cheeks as she surrendered to his hands. The sponge dropped to the floor, and his newly free hand moved to her throat, and embracing her vulnerability, never once applying pressure on her airway, pulled her back against his flesh. Her hands moved to his massive prick, and she whispered, "Let me… let me do it too…"

"You first…" he simply grunted, turning her head to the side to take her lips in his. She was so caught up in the kiss that she barely realized she was being turned around until she felt the hot water strike her skin as his hands molded her chest and fingered her expertly. "Feel the water… cum like the shower… let your love flow out…"

"Unnnnghh…" Carly moaned out and bit her lip, still fighting the feeling that she was hoping to offer Freddie first. She closed her eyes and tried to do exactly what he asked, and found herself seeing some of those beautiful visions for what could lay before them in their future. His thumb strummed her exposed clit for only a few minutes before, even with closed eyes, she was blinded by hundreds of colors. "Aiighhhhhh…"

Her body shook as if she was possessed, but he held her close and wouldn't dare let her go. She couldn't quite hear his words, but the reassuring tone that bounced around in her ringing ears brought her to a level of peace she hadn't really thought was possible. But that's just how things felt with the man she had fallen so far for.

"I fucking love seeing you like this…" he growled, losing himself to his lust for a few moments. Freddie withdrew his fingers and licked his index finger with a satisfied moan, before offering his middle finger to her lips. "Here…"

She obediently opened, her mind still buzzing at wrapped her lips around the coated digit. It tasted so good, it was a true surprise, and the idea it was a gift from her lover made it even better.

"I've never tasted anything like you…" the former tech producer grinned against the side of her neck. He then curved his nearly swallowed finger, and used it like a fishhook to turn his longtime crush around to face him. "You are beyond magnificent, Carly Shay…"

"Thank you…" she managed, releasing the finger and releasing a satisfied sigh. Carly rested her forehead against his forehead as she sucked in breath, trying to recover, but he made her skin feel electrified just being so close to him. But she had a 'mission' with the sweet man, and she wasn't ready to stop anything yet. "I've been wanting… to talk to you…"

"Oh yeah?"

"Yeah…" Carly nodded, stepping back slightly and allowing his rod to barely press against her stomach. She reached for some body lotion and coated her hands in it, then pressed them against the velvety flesh, getting a good feel for the powerful organ. "It's… about tonight…"

"Unnghhh… tonight?" He gritted his teeth, pressing his hands on the shower stall on either side of her shoulders as she started to gently and sweetly stroke his cock, using both hands, twisting slightly as she considered the proper pace. "Wh-what's tonight?"

"Well… you know… Spencer is heading out of town tonight with Socko for some event, so…" her voiced sounded more and more innocent as her hands proved her anything but, "… I was thinking… You, Sam and I could have a little get together… we would have the entire night in the apartment to ourselves… we could just hang out like old times… relax, eat… just goof off…"

"I would…" He slightly nodded his head, eyes fluttering at her surprisingly expert touch, but not wanting to look away from her gorgeous lips and eyes, as he moaned, "… ggrrmm… like that…"

"And… well…" She licked her lips as her hand moved to the top part of his shaft to focus on a gently corkscrewing manner stroke. Carly gently squeezed his crown, working out a bit of his precum then stroke about halfway down then back up to repeat the cycle. Her other hand moved to cradle his heavy, and no doubt full, balls. She whispered in a sultry voice, kissing up his jawline to his ear, "With the place all to ourselves… we could do some other things too…"

"Gggrrmmmaahhh… such as?" he softly groaned, teasing her, despite being in the far more vulnerable position. "Bake cookies? Pillow fight?"

"I was thinking…" she trailed off, letting him wallow in the feeling a little longer. Her strokes started moving faster as she kissed and suckled up his chest to his neck, stopping short of leaving a mark, then nibbling his earlobe, "… we could all… _fuck_ …"

"Ungh…" A switch went off in Freddie's brain at hearing such a concept from the usually sweet and demure young woman. Sure, she had said it before but this time… the sound, the aggression, the tone… it brought out the animal in him. "Need you…"

The brunette had hardly braced herself when he pressed his lips hard against her mouth, driving them both against the bathroom door. Her hands went to his shoulders, but for the first time since she had given herself to him, Freddie wanted to be selfish.

He grabbed her hands and brought them back to his rigid, and throbbing member, grunting and growling against her lips. "Please…" was all he said, and that was more than good enough for her.

His kiss overwhelmed her senses and her hands rubbed the lotion deep into his tissue, fingers trying to wrap around the fleshy steel as she stroked for all she could. Freddie had earned this, she told herself, and she wanted him to surrender, if only for a second, to her, at last.

"Mmrrrphmmm!" he groaned, no doubt to warn her but there was no danger here and nothing at all to worry about. Truth was, she was looking forward to him releasing against her.

He jerked his hips forward several times as his resistance crumbled, then tore himself away and planted his lips on the side of her neck to stifle his growl as he popped onto her abdomen with one, two then a third heavy load roping and splattering on her smooth, pale stomach. He growled a little more into her neck as he shivered and the pleasure washed through him while his gooey, thick release slowly rolled down her abdomen to collect some in her bellybutton then down her neatly trimmed hair and over her slightly pink and swollen flower.

"Yessss…" she cooed with a full grin as her midsection was splattered and coated with the physical embodiment of his affection. Even compared to the shower, it was warm and it felt like a form of baptism, pulling her deeper into some kind of sex crazed religion, and she didn't ever want to leave it. "Let it all out… empty as much as you can, baby…"

"C-Carls…" He rested his forehead against the side of her neck, trying to steady his huffing breath. His hands affectionately and slothfully squeezed and massaged her ass cheeks, pulling her tighter in the embrace, causing his pressed member to rub his seed deeper into her skin. "I… I love you…"

"I love you too…" She kissed kiss his cheek and her right hand affectionately brushed and scratched the back of his head. "We both needed this…"

"I'm not done with you yet…" He lifted his head and smiled to her before capturing her lips in a soft kiss. "Not even close…"

"Well… we do need to save some energy for tonight…" She swiped some of his release of her stomach and brought it to her lips, thinking she shouldn't waste all of his precious release to be washed off. It still tasted salty and to her, probably be an acquired taste if they kept this up, but it still felt so intimate to her. And if tonight went as planned, she was going to make sure his next release was even more intimate than this. "Assuming you want to… come over…"

"Oh, I don't think I could miss it…" He teasingly kissed her lips and cheek as they began scrubbing themselves with soap and letting the water rinse their bodies, foregoing any other tools but their hands to deliver the cleaning. "So… Sam will be there too?"

"Of course…" she smirked and raised an eyebrow. "Is that a problem?"

"Definitely not…" Freddie nodded and tried so hard not to think too hard about seeing the longtime best friends cut loose on one another. Their individual lovemaking was so different, it reminded him a bit of Tori and Jade, but with far less sexual tension between them. "I'm just excited…"

"I can tell…" Carly giggled, sliding her hands over the member. "Pretty sure this hasn't even gone soft yet…"

"What can I say… you inspired it? Now let's get dried off…" He started urging her out of the shower, steadying her footing as she stepped out and he followed. She grabbed a towel, but he took it, moved around her, and dropped to his knees, and began drying her feet… then legs, moving up to her soft and shapely ass. He placed kisses up and down one cheek, over the sensitive small of her back, then up the other cheek, playfully teasing her before standing up. Freddie dried her back and chest, then expertly wrapped the towel in her hair and turned to kiss her forehead. "That's better…"

"Better for wh-"

She couldn't even finish his thought before he gripped her hips and lifted her up onto the bathroom counter, pulling a giggle past her cute lips. He dipped his head and they shared a few, playful, almost chaste kisses. As they exchanged those kisses, his hands ran up and down her sides, his strong hand over her smooth, deceptively delicate, pale skin. "You are like a perfect doll. Made just for me. So light and sweet…"

"Well then…" Carly raised her arms and draped them over his shoulders, wrapping her hands behind the back of his neck to pull him tighter against her, "… play with me, Freddie…"

"Yes ma'am…" The former tech producer knelt down in front of her, reassuringly smiling to her and placed his hands on her thighs. He gently pushed them apart, showing off her sweet, lightly pink flower with a short and neatly trimmed patch of hair above. "You have such a pretty pussy…"

Once again, before she could replay, he stuck his tongue out and took a long, broad lick up her delicate pink flower, moaning with the sweet taste of her dew. He took another gentle lick then another, cleaning one petal than the other as he gently worked his tongue between her folds to get to her sweet, delicious center.

"Oh goddddd…" Carly started mewing and whimpering, reaching up with one hand to massage her soft, small, but sensitive left breast while the other hand reached down to palm over his crown to encourage his feasting. "D-don't stop… please… please…"

"I want you… at… every meal…" he whispered, slipping his fingers against the entrance, teasing as they moved up and down the exposed area, from her clit to the edge of her backdoor, causing her to shiver and grip tighter on his hair with each movement, until he pressed his middle finger inside. "Cum for me, Carly…"

"Aiiiunnghh…" her voice cried and she felt the urge to silence herself, biting her lip, which only made her lower body more sensitive somehow.

"Let it flow…" Freddie said sweetly, but there was an order in there that she wanted to obey so badly. He added another finger and licked and suckled her button like a man possessed, as if he was starving for the nectar only she could provide. And it proved to be her undoing.

"AAAIAIGGGGHHHHHFFFFFFFRREEIIIIEEEEE…"

The web host went stiff for a moment before something snapped in her gut and her limbs turned into wild noodles, shaking and shivering. But Freddie kept her core grounded and still as she flowed into his mouth. His free hand moved to her lips and gave her something to suckle and silence her cries as she worked through the complex feelings that her orgasms brought with him.

"Don't be afraid… I've got you…" Freddie pulled his mouth away from her flower, licking his shimmering lips. Slowly, he stood up, running his hands up and down her inner thighs, assuring and comforting her, once again, as if there was every any doubt, that she was safe with him. "There's not a thing to worry about…"

"Freddie, I'm home!"

"Except that…" his eyes squinted and his head shook as Carly scrambled to get off the sink and find the clothes she stripped off before his psycho mother found them. "Must have lost track of time…"

"Well…" she sighed and looked around for her shirt. "Least the time was worth it…"

"Every second," he nodded, looking for the clothes he forgot he didn't actually have. "And we can have more time tonight…"

He leaned in to kiss her, their lips almost touching when Carly was startled by the sudden shout again.

"Where are you, Freddie?! I need help with groceries! You better not still be sleeping!"

"Shit…" he said, looking around as he heard her footsteps headed for his room. "Stay in the shower until I give you the signal, ok?"

Carly nodded, but as he turned to leave, she grabbed his arm and kissed him one more time, and maybe it was the nectar on his lips or the rush of nearly being caught but this time, it felt like New Years and 4th of July combined in her mouth. Once she pulled away, she just whispered wistfully, "Tonight…"

* * *

"That sounds like quite the surprise… maybe I misjudged sweet little Miss iCarly…" Jade coyly remarked to the face on the phone, feeling as turned on as she was jealous. Despite the fact tht it was after ten, she was clearly still wrapped in her bedsheets. "So I hope you enjoyed your shower… I guess I should say that I certainly enjoyed _my_ night…"

"You did?" his eyebrow raised and he resettled on his own bed, fully dressed. "Care to share the details?"

"Oh… are you curious?" Jade licked her lips and gently teased, pulling the sheet up to her neck. "You want me to tell you about it? You want me to spill every hot, steamy, raunchy detail?"

"Only if you're so inclined…" he remarked just as teasingly with his boyish smile that made her melt far more than she ever wanted to admit. "But… if you don't want to, that's fine. I know how much you like your privacy…"

"That's why I locked my door after Vega left this morning…" she flashed a grin and slowly started pulling the covers down. "I wanted this phone call to be extremely private…"

"So Tori did spend the night last night…" Freddie's lip turned in for a fascinated grin as his eyes moved away from meeting hers, and down as her cleavage came into view. "I was wondering why you weren't returning my texts…"

"Vega… was in quite the mood last night… actually it's been constant lately," Jade stopped the pull of the sheet just an inch or so from revealing her pink tips. "She practically mauled me at school yesterday morning… and then texted me… and then she showed up at my house ready to play dress up."

"Dress up?" he smirked and fought a chuckle. "Like a doll?"

"No… think more… 'role play…'" Her pierced eyebrow raised as her teeth overtook one of her lips, reliving the feeling. "She wanted to be in charge so she came over dressed as the baddest bitch she knew."

"So… Sam?" he said stonily, doing his best to fight the smile growing across his face.

"Asshole…" Jade sneered, with faux dramatic outrage. "Just for that, I'm not sending you a picture of her…"

"Oh come on, baby…" he pleaded, sticking his bottom lip out with a ridiculous pout. "You know I was kidding… there's no badder… woman… than Jade West…"

"Fine… I will forgive… and maybe one day forget this…" Jade's head shook, showing off that snooty side Freddie felt pretty confident wasn't completely real. "But know this, Mr. Benson… you're on thin ice…"

"Yes ma'am…" he nodded, antsy to see what his usually more reserved and submissive mate would look like as an aggressive hellcat. It barely took a few seconds before the phone dinged and there it was. "Oh wow…"

Tori had darkened her hair a little, though it may have been weaving some extensions in, along with bright blue streaks. A stud in her nose and a small ring in her eyebrow, along with some whitening makeup and dark red lips completed the face. Fishnet sleeves over a classic rock tee, and whatever pushup/wonder/ magic bra the usually smaller girl was doing her a ton of favors, rivaling Jade's usual cleavage. Tight black jeans finished the look and they almost seemed painted on. It was clearly Tori, but he had never imagined, even for a second, how amazing she could appear in her love's punk/goth look.

"Wow was right…" Jade spoke up, well aware that the picture would put her man into a near coma. "She came in, trying to emulate me… and I'd give her a solid B… but then she handed me a bag and told me to change."

"Barking orders as soon as she walked in?" "Sounds like she really did have your aesthetic down…" Freddie teased, but he couldn't take his off of the two pictures, and his pants were tightening fast. "So… what did she have you wear?"

"Her clothes… it was a full swap." The former mean girl could tell the story was getting to his brain, and aware of his 'blue ball' situation, she wanted to help her love out. "She just brought me a sleeveless t-shirt and yoga pants."

"Oh, I think I need to see that…"

"I think you don't…" Jade fired back immediately. "Vega used her own clothes. The shirt was supposed to show off a tight stomach and it was already too small… so I've got a muffin top and my tits are like… stretching this thing to capacity… and the yoga pants were so tight… every bit that could be seen was on full display…"

"I'm sorry, were those supposed to be reasons I _shouldn't_ want to see it?" he laughed and watched her love roll her eyes and start scrolling through her phone. Soon, after a defeated sigh escaped her lips, the pics of herself arrived and Freddie could have busted through his pants right there. "Smoking Jesus titty cinnamon…"

"Well, that's certainly a response…"

Jade wasn't lying when she said the look was tight, and he could see every curve but while Jade seemed rather vulnerable on the topic, and he understood, it only made him fall deeper for her. She neglected to mention that her extensions came out, the makeup washed off, and her hair straightened and, at least in the light of the picture, seemed lighter. He had seen very few pictures but he couldn't help but wonder if this simpler appearance was what Jade looked like before the goth phase took over. It was a moment of innocence before the more carnal thoughts brought his attention to how massive her chest looked in the pictures, and her shapely ass seemed a better fit on a Kardashian.

"I can't even form words, babe…" Freddie just stared, reaching down and undoing his pants, hoping to relieve some of the pressure, but it just made him more eager to take care of the desire. "These might be on the same level as seeing the pics you left on my camera when I was there…"

"You really gonna jerk off to those pictures too? Even the ones of me?" Jade sounded shocked for only a moment before she realized that Freddie seemed to be moving slightly. "You're fucking doing it right now, aren't you?"

"Ah… um… maybe…" he blushed a little, wondering if this would earn him a few pokes and prods from the lovely lady. "Gonna have to be quick though. Mom might be back soon."

"I thought she was still there? How many times can that woman ruin you getting off?"

"The one advantage of being in a single parent home is that she has to be gone a lot and I get to have some semblance of privacy… which is decimated as soon as she is around."

"Then let's not waste time…" Jade grinned fiendishly as she visibly licked her middle and ring fingers and sent them under the sheet, and a very different, very beautiful look of peace crossed her face. "Mmmhmmm… should I go on, baby?"

"Yes…" he grunted, reaching over for some lotion and stroking himself. "Please…"

"So Vega… the moment I came out of the bathroom in the clothes… was ready… Took the pics… and then she grabbed me… unnnghhh… my throat… my hair…" Jade's eyes fluttered and Freddie could almost feel her body against his. But only almost. "She kissed me… kissed me hard… and led me to my own bed. Made me call her… Mistress…"

"Mmhhrmm… Mistress Tori… has a nice ring to it…" Freddie whispered, torn between closing his eyes to see the scene better or keeping his eyes on Jade's face as she worked herself up. "Did she… dominate you?"

"A little… physically… but she was in my head… she knew me… knew what I felt and needed and I was just like a plaything for her… it was… it was sooooooo fucking good…" The pale girl must have found a sweet spot as a quiver overtook her tone. "She stripped me… liberated me… from my clothes… touched me… inspected me, almost… and she started tasting me… and she left marks…"

Before Freddie could even ask, the covers slid down on her body in the picture and revealed bright pink and red marks, at least a dozen, over her heavy breasts and as Jade shifted, the marks popped out on her shoulders and back of her neck.

"Oh my god…"

"I said that… a lot… like… a whole lot… but she was unrelenting… Vega was a fucking animal… and that was before… I undressed her…" Jade licked her lips and continued touching herself as she regaled the similarly desperate young man. "She made me strip her and worship her body. Head to toe, and I was so hungry for her… I was throbbing for relief but she just had this… power… over me… I just couldn't stop. And she wouldn't let me touch myself so… I was… I was a mess…"

"I bet…" his own breath gave away that he too was getting to the edge of how far this fantasy would take him. "Sounds like she really… mastered your style…"

"F-f-fuck… she did… she made me eat her out… standing above me… While I… was kneeling on the carpet… and as soon as she came, she grabbed my hair… and led me to the bed… like a dog… laid down… spread her those incredible fucking legs and told me to do it again… and goddammit, did I ever…"

"Unnghhh… yess… that's…" Freddie did his best to maintain his composure but he felt the last reserves slowly breaking, and it was only a matter of time, "…that's so hot…"

"She spanked my ass… sticking up… so hard and fast… then soothed it…" Jade cooed, her voice's pitch going all over the place. "Called me names… grabbed my head and just fucked my mouth… she… she was so fucking… amazing… and when I drank her up again… she… she… touched… me…"

"She paid you back, right?" he growled out, stroking harder and faster. "I bet… I bet she gave you every orgasm and then some back… drove her long tongue in that perfect pussy… made you cum right fucking then…"

"Uh huhhh… she… I… FUCK… Fre… dddiiiieee… I'm… mmmnnnagggh…" Jade moaned out, her lovely face tightened with a pleasurable grimace as she tried to fight the inevitable to make the release all that more intense. Her body trembled with the effort, her lovely breasts jiggling as her left forearm wrapped over her upper torso slightly pushed them up.

"Cum for me… show me… show me what Tori saw… cum _with_ me, baby…"

"Unnnnngghgaaaaiiiiiigghhh!" However, she couldn't hold out forever as the sensations coursing through her body from her toes, up her legs, her flower, her taunting stomach and up her spine. She shivered a few more times then she arched her back, pushing her torso and breasts up and pushing the back of her head into the pillow, momentarily obscuring her features and let out a cry, "Ffffreeeddddiiiieee! AARRRRAAHHHH!"

She bucked a bit as her release gently rippled through her, setting her nerves alight and sending a surge of pleasure through to her brain. Her fingers pushed a little deeper into her dripping flower that let out a small, barely noticeable additional stream of her nectar seep between her fingers and down to her puckered starfish. She finally slumped down onto the bed and softly and sweetly huffed for breath, her usual pale cheeks flushed. She licked her pink lips and turned her head to snuggle her head into the pillow to relax as her afterglow took over her body and she laid there with a sweet, content expression that showed her adorable sweetness under her usual gothic persona.

The sight and sound of his love experiencing such contentment, screaming his name, pushed him over the edge. He closed his eyes, gritted his teeth and growled a bit until the feeling was finally overwhelming him starting from the shower to the extensive teasing to the pictures, then the story, all building up to his explosion, and popped a heavy rope over his muscular abdomen, followed by a couple more powerful shots. He stroked himself a few more times to work through the release, firing off to more heavy shots that globed onto his lower abdomen and pelvis.

After several intense seconds, he started coming down from his release and mirrored her relaxation on the bed. He watched and heard Jade softly whimper, relaxing on her bed with her chest softly rising and falling in a near hypnotic manner topped with hardened numbs that just begged to be suckled.

Freddie initially didn't want to disturb his love as she looked so peaceful after her release, but after what stretched into about a minute, he finally and softly uttered, "That was… that was beautiful Jade, I ah… I owe you one…"

"And I owe you the rest of the story…" Jade took a few more moments to recover, a sweet smile forming on her face and she softly giggled, a soft sweet and innocent one she would let out when her defenses were down, "… but I think… we owe each other one… after… after that…"

"When I see you…" his eyes were full of a fiery lust that craved his loves body, mind, and soul, "I'll make sure it happens… just wish I could hold you right now…"

"Yeah…" The raven haired beauty nodded her head and tiredly replied, "I wish you could too…"

* * *

 **Plenty of buildup here, but hopefully it will be worth it in the next chapter as everything finally comes to a head. Looking forward to any and all reviews and comments, especially those that have graciously waited for the next chapters to slowly leak out. Be on the lookout for another update from the One Night universe soon.**


	8. Chapter 8

**Did this take a month and a half longer than expected? Yes. Is it a long chapter? Yes. Is there the steamiest of scenes to hopefully make up for the time it took? I guess that's up to you as the reader. I don't want to prattle on anymore than I have to so here we go...**

* * *

 **Shay Apartment**

 **6:15pm**

" _After tonight, the three of us are not to be seen together ever again."_

Carly and Sam were sitting together on the couch, casually watching television in their pajamas and a light blanket over them. Spencer was off to the side of the living room, straddling it and the kitchen in that open space beyond the counter working on his latest artistic creation. He wasn't paying them a bit of mind as he was listening to some music, and didn't much care for Matt Dillon movies.

" _Yeah… After tonight."_

As the girls watched television, both somewhat aware of what was coming next, and more importantly, not being watched by Spencer, Carly's right hand started sliding up and down Sam's left thigh, her fingers curling over the inside of the bare flesh and trailing towards the already noticeable heat. She snuggled closer to the blonde, teasing the crown of her head under the blonde's left jaw line.

" _Now girls… you're gonna do exactly as I say from here on…"_

"Mmmhmm…" Sam sighed with the sweet cuddling, but the hand running up and down her skin and underneath the silky boxers was becoming a distraction. This was getting to the good part after all. But then again… this was a distraction she wasn't displeased about, though, one where she felt they couldn't act upon with Spencer just several yards away. She softly bit into her bottom lip with Carly unexpectedly kissing the side of her neck while Spencer's back was turned to them. She had to stifle a sigh once she felt the brunette's fingertips slide further up and directly over her crotch. "Carls… come on…"

"That's… the goal, remember?"

"Fuccckkk…" The blonde sighed out, but was fortunately covered by the sound of the television as Neve Campbell and Denise Richards embraced, and turned her head to whisper against the brunette's forehead, her warm breath tickling Carly's skin as she softly whispered, "What's gotten into you?"

"Oh… just your fingers… and tongue… and his too… and his cock…" Carly smirked at her long time friend and recent playmate, followed up with a gentle brush of her fingertips over the blonde's center and whispered, "I guess… I just… I have a little ache and well…" Her fingers idly teased Sam's flower through the thin material of the boxers, drawing a soft moan past the blonde's lips as she asked, "…the only thing that seems to help is… mmm… well… this…"

" _Now… you two… kiss…"_

The brunette's hand slipped under the waistband of the boxers, her fingertips trailing over the barely perceived blonde fuzz then over the soft, pink and frustratingly unseen petals.

"Shittt… shitshitshit…" Sam had to close her eyes this time, stifling a moan that thankfully the television hid then let out a soft sigh. Far be it for her to be the one to be concerned about getting caught or the judgment of others, but… Spencer was like her brother too. If he got wind of anything weird, then she could kiss her comfortable living arrangement goodbye. "Gotta… gotta slow down…"

"I can't…" Carly softly answered, breathing onto Sam's neck, snuggling her nose against the slowly flushing skin. "The only thing… that's keeping me sane… is more stimulation… seeing and hearing… feeling how this affects you…"

"Mmmhmmm…" The blonde took a few calming breaths, suppressing the tingling feeling traveling from her flower and up her lower pelvis and abdomen. She slipped her left arm more around Carly's body and rested her hand on the brunette's left thigh. She trailed her fingers up, mimicking Carly's action until she reached her pajama covered center. She gave a soft stroke with her fingertips, realizing that her supposedly innocent friend wasn't wearing any panties. "I can understand that Carly, but this isn't the best place for it…"

Sam never wanted to be, nor thought she could be, the voice of reason among the pair, but it was one thing to potentially be caught out in public, it was another running the risk of Spencer catching them.

"You don't like the idea of getting fingered on my couch, my brother unaware of how horny we are?" Carly closed her eyes and bit into her bottom lips, stifling a moan. She opened her eyes, fearful that Spencer may have heard her, but he was lost in his music as he continued working on his sculpture. She licked her lips, snuggling her nose more against Sam's neck and whispered in an alluring and breathy tone, "Maybe you're right… but I ache so bad…"

"I get that… but…"

"Do you?" The brunette's left hand still under the covers crossed over her body and partially Sam's torso to reach up for her left breast. Her fingertips trailed over the front of the covered mound of flesh, trying to find her nipple under the material. She had to take a few swipes with the pad of her middle finger and a few slides of her fingers between Sam's legs, but she finally found the small protruding then locked onto it. She teased around it, circling it to tease it to a hardening nub. "Because… it's all I can think about at the moment… have to ease the ache…"

"Yeah…" Sam was trying her best to remain calm, sighing a bit more as Carly's fingers occasionally brushed over her center and now teasing a nipple that was visibly hard through her tank top. She responded by gently rubbing over Carly's clothed center and whispered, "Yeah, I really do know how that feels… it'll get better… mmm… in the future… able to control it better…"

"Okay, but… that's then… and this… mmm… is now…" Carly closed her eyes, sighing a bit louder then caught herself. She focused on the moment and asked, unable to stop licking her lips, "I know a way… we could take care of that… have you've given my idea anymore thought?"

"Whah…" Sam coyly replied, trying to stifle another sigh as Carly's fingers teased over her petals, trying to tease her love button out, "And what… mmmaahh… idea would… would that be?"

"Oh… just Freddie hanging out with us… then 'hanging out' with us a bit longer… maybe a marathon movie 'sleepover'…" the brunette whispered back, hoping to keep things vague for Spencer if there was even the faintest chance that he could overhear them. "We could keep the 'movies' going all night… Put one in, then out, then in… then out…"

"Y-yeah…" The blonde hesitated for a moment then replied, "I've thought about it and… I think it is a good idea… we need to… mmmhhh…"

"We need to finish the movie…" Carly teased, seemingly calming down from the knowledge that there would soon be a remedy for her desires. But that didn't stop her hands from trying to grip an orgasm or two from her close friend, and ideally vice versa. "Once my hands are free… I'll text him then."

Not sure on dress or 'landscaping' for Carly, but I want her to look like she put a lot of thought into this. Freddie arrives and the three just talk and try and relate to the old times and how things have changed.

(I'm thinking Carly still wears something casual, but sexily casual more than what she would wear as if they're not heading out, they don't get 'too' dolled up. (A miscommunication with my ex onetime this drags up.) Sam on the other hand I think will wear a skirt.)

 **Shay Apartment**

 **(8:37pm)**

"Whew… stay calm… it's just Carly and Sam… you've done this a thousand times before… well maybe not this… but coming over… but now, I'm really 'coming' over…"Freddie tapped on the door, then patiently waited outside whispering to himself, something he wasn't accustomed in doing, but for some inexplicable reason, he just felt a bit nervous. He was supposed to just be hanging out with 'his' girls just the same as they did growing up, but he really couldn't fool himself as so much had changed since those days with being able to make love to both of them and it was explicit in how this night was going to turn out. "And what if Spencer answers? 'Hey man… just coming over to fuck your baby sister's brains out while her best friend gets some too…' Maybe this isn't-"

The door opened and revealed Carly, the lovely brunette wearing a beaming smile at seeing him. He looked back with a softer smile, definitely happy to see her as she wore a light, spring dress that barely, if at all, reached mid-thigh, displaying so much creamy skin that he felt his mouth water, and was also surprised to see that she was either foregoing the bra, or the apartment was a bit chilly.

"Hey..." She warmly greeted him with a gentle hug and stepped aside to let him inside the clearly warm loft, "I… ah… missed you…"

"Hey… and um… me too…" He returned the greeting with a soft laugh. The former tech producer had trouble taking his eyes off of her, passing another glance up and down her body. He stepped inside and immediately raised an eyebrow and softly smirked as he spotted Sam relaxing and having a seat on the couch, particularly as she was wearing a loose skirt and a scoop necked top, showing off her sizable chest, reminding him of Jade's particular choice in attire.

"Hey Sam…" He smirked to her and greeted her, but she seemed engrossed in what was on TV; a trick to hide her feelings that never really worked with him. Plus, he knew just the way to push her buttons. "No need to get up or anything…"

"Let's just see if you can get it up…" She cocked an eyebrow with her smart remark, but got an intense glare from the brunette that they weren't alone in the apartment. "… Up to the studio… for the movie night…"

"Take a seat…" Carly closed the door behind him and walked with him to have a seat on the couch. Freddie took a seat next to Sam then Carly took a seat on his other side, 'trapping' him between the lovely pair. He divided his attention between them. "This… is nice…"

The three sat on the couch for a few moments in silence, only broken by the shuffle of feet back in Spencer's room and the mindless sitcom dialogue that was playing on the television. Long gone were the 'wild things' that started a fire for the two girls, and now it was just something to pass the time.

"So…" Freddie 'innocently' asked, "What… ah… what's the plan for this… 'movie' night?"

"Just… you know… the usual…" Carly replied nonchalantly, trying not to show too much excitement at the possibility of things to come. "I was gonna fix us some popcorn and we could head up and watch some things…"

"If you want some pizza, there's some on the table…" Sam grunted, still trying to resist the urge to jump Freddie here and now, wishing that Spencer would hurry up and leave. She worked hard to find the right look for him to see her tonight and she silently patted herself on the back for its effectiveness already. "Carls and I somehow got super hungry after the movie… so we ordered in."

"No thanks… I'm good…" he nodded slowly, keeping his hands on his knees as one touch on the girls just wouldn't be enough. "My mother insisted I eat a giant chicken pot pie before she left for work."

"Ooooh… maybe we should have planned movie night for your place…" Carly grinned, turning her body sideways, and offering the slightest of peaks of her bare sex underneath the dress. Part of her wanted Freddie to take the bait, but she found it even hotter that he wouldn't… her 'white knight' even now. "Then we wouldn't have to wait for anything… and I bet you have a lot of… movies… too…"

"Yeah, well… Couldn't have been an all-night thing there anyway…" he took a deep sigh and tried not to think about how the girls would both look in his bed and all over the room as they had their fun. "She's only working a half shift so around 2ish she would show up and ruin the… movies…"

"Marissa, the fucking bitch…"

"Hey, Sam! Not cool…"

The three turned their heads as Spencer exited the room with a 'I agree but don't say it' glance at the blonde.

"My bad…"

"You kids gonna behave while I'm gone?" he said, barely even looking at them as he grabbed his keys and wallet before he headed out. When he finally did look over, he set his sights on Sam, and slightly moved them over to Freddie, now well aware of the nature of their relationship. "Not gonna have to put out any fires, right?"

"No sir…" Freddie politely said, fighting a hitch in his voice as Carly's hand reached over and stroked him through his jeans. "No fires."

"Good…" the twenty-something nodded, looking back and forth between the boy and the blonde, and while he wanted to be the cool brother and knew the kids were good… he couldn't really abide his place being used as a sex pad. He was thankful for Carly being there, ironically, to keep things PG. "You keep an eye on those two, kiddo…"

"You got it…" the former web star smiled sweetly while her hidden hand just squeezed and stroked his growing member through his jeans, making it abundantly clear to her compatriots that she got off on the idea of rebelling. "No matter how _hard_ it gets I won't let them _jerk_ me around…"

"Weird phrasing but whatever…" he shrugged, grabbing a hat and he rushed out the door, and all of a sudden, there was a rush of relief on all three of their faces.

"Finally…" Sam rolled herself on top of Freddie's lap and wrapped her arms around his neck and was about to kiss him when suddenly the door reopened. "I've been fucking dying-"

"Sorry… forgot my pho… Oh come on!" Spencer raised his arms and stared at the couple wide eyed. "Not even five seconds?!"

"To be fair… it's a new record for her…" Freddie smirked and hoped his mild charm would diffuse the situation.

"Yeesh… whatever just… no further…" he waved his arms all around the place to signify the apartment as a whole while squeezing his eyes closed. "Not here… please…"

"Not in the doorway… got it…"

Sam rolled her eyes with her smarmy comment as Spencer's face grew redder and he considered calling Socko and telling him they would have to hang out later. But Carly was here. He could trust her. She's not dumb enough to mess around or let them go too far. Just trust her, he told himself over and over.

So without another word, he nodded at Carly, eyes begging her to be the responsible one, and was out the door. The cool relief was no more, fearing he might pop back inside at any second. And so they froze, despite not being in the most innocent of positions.

Nearly a minute later, nerves returned to normal, and Sam dove in for a kiss from her boyfriend, hands in his hair as she enjoyed herself at the feeling. It felt like an eternity instead of a few days since she'd had him so close, but it all felt right now.

"I'll go pop us some popcorn… if you two can avoid doing it on my couch…" Carly said, popping up and heading to the kitchen, avoiding looking directly at the way that Sam rocked on his lap, envious of both of them and her core starting to tingle and ache. It made her want to be… 'bad'. "After all… Spencer left me, the responsible virgin, in charge…"

"I love Spencer, but… he's definitely… painfully… oblivious." Sam burst out laughing as she looked over at the near-nympho who organized the evening festivities. She then turned to her boyfriend and nuzzled into his shoulder. "Hope you came prepared, Fredward…"

"I mean…" he grinned, and felt his eyes pull hard between his two first loves, mesmerized by the creamy legs and shapely ass of his first crush, and then enchanted by the cleavage and inviting scent of the blonde. He feared if he got much harder, the zipper on the jeans would snap. "I certainly hope so…"

"Me too…" Carly said in a sing song voice as she started up the microwave for their treat. She considered popping more than one bag, but given how antsy she was, knew Sam was, and hoped Freddie was… they might not even finish the bowl before things got hectic. As the numbers counted down, she felt this intense heat grow and turn to jealousy as Sam pressed her head to Freddie's as the former/current couple smiled. "You two just keep it together, ok?"

"Kay…" Sam said, not even bothering to look over at the third part of their 'classic' trio. There was no need and as far as she was concerned, nothing else in the world mattered as much as this night and having both of them with her. Images of Freddie marrying both of them, then ravaging them while they still wore their dresses, honeymooning and rounding out with a family they could share. It was surprisingly quaint for someone like her, but a dedicated family is all she could have ever desired. She was so lost in the thought up that she didn't even hear the loud beeping from the microwave, and slowly exiting the fog to hear Carly's muffled voice. "What? Sorry…"

"Butter and salt, right Sam?"

"Oh yes…" Sam slid off of her lover and headed to the kitchen ready to seize the food as soon as it was ready. The moment Carly shook the metal bowl, the feisty blonde yanked the popcorn out of her hands and answered, already moving toward the stairs. "Thanks…"

"Nah uh…" Freddie moved so fast it actually surprised her, a hand in her hair, without an ounce of anger but offering just enough of a pull that she could notice his touch. He teased her, whispering in her ear while his hand moved over her stomach. "Manners…"

"Thank you, Carly…" The blonde rolled her eyes, and stuck her tongue out, just turning to head back toward the slim brunette. "Mama is just hungry…"

"I think we all want to feel… full…" Carly grinned, biting her lip and blushing as she locked eyes with Freddie, holding four bottles of water in her hands. She was almost as bad at subtlety as her best friend, but Freddie couldn't deny it got his heart racing and… other things… in motion when she made such comments. "I know I do, at least…"

As Freddie kept his hold on Sam, Carly led them to her bedroom with the former bully already having a mound of the snack in her mouth and more in her hand, and scoffing it down as quickly as she could manage.

"I still say this is the coolest room ever…" the former tech producer nodded, as he looked the area over in better light as his last night here was under the cover of darkness and rushed with trying to get to school on time. The ladies headed towards the couch while Freddie plopped down in a nearby chair. "We did good work…"

"Yeah, we did…" the blonde fired back, tossing the bowl on the liquid table beside her. Fortunately the cover was settled on the water top, so Sam could plop the metal down on it then settle back on the couch, propping a foot on the edge of the table. "And then someone decided to up and abandon us…"

"I didn't a… well… I didn't mean to, at least." Carly groaned and rolled her eyes. It was no use arguing with Sam on most things, but least of all when she was right. "My dad came back… and wanted me there with him… what more could I do?"

"I don't know… say no?" Sam shrugged and grabbed another handful of popcorn to shove in her mouth.

"Way I remember it… you bolted too, Princess…" Freddie relaxed back in the chair, smiling at the two lovely teens, just enjoying the sight of the pair and being with them in the same room after a too long of an absence. He almost felt the last few months she had been gone was simply a dream and they were back to the way things used to be. The way they were supposed to be. But anytime he felt complete, Jade and/or Tori would appear in his mind and he couldn't help but admit this was just… close. "I'm the one who stayed."

"And look how everything worked out…" she fired back, "… met back with me, found Jade… then Tori… and now here we are… so don't bitch…"

"Fair enough…" Freddie's eyes met Sam's and while the former couple could play fight back and forth until the end of time, her eyes told him that she was sorry, and he simply nodded, grabbing a kernel and popping it into his mouth. After nearly a minute of silence, he finally commented, "It's been a while since we've done this, just this… just relaxing and hanging out together. How long has it been?

Carly nodded along and answered, "Too long…" She didn't want to think about how long it really had been since they had simply been together. The brunette walked over and took a seat on top of Freddie's lap, mirroring Sam's position downstairs. "…I've missed this too… this closeness… but we're here now… able to… do… things. Experience things…"

"Mmmhmm…" Freddie kissed her jawline, leading up to her plump lips, getting an instant smile as she felt his hands move up her back and sides. She could feel his length throbbing in his pants and as it twitched, she let out a small giggle. Despite having nothing to be ashamed or embarrassed about, Freddie leaned back and cleared his throat. "So… ah… how about that movie marathon? What's on the agenda? Horror? Comedy? Romance?"

"I was thinking…" Carly ground against Freddie and kissed his cheek. She took his hand and brought it under her dress, removing any questions about the kind of underwear that she might be wearing, and whispered into his ear, still loud enough for their shared lover to hear, "… porn…"

"What?"

"You stupid… unaware sex god…" Sam chuckled and shook her head. "You do understand that if we called this a hormone-fueled all-night fuckfest, that Spencer wouldn't have allowed it to happen, right?"

"I mean… I thought we would… you know… I mean… get to… that… eventually, but we'd like… well…" he writhed under Carly, knowing that they were judging him so hard for this blunder, "… build up to that part…"

"Carly can back me up on this to be sure…" Sam started, standing up and cracking her neck, "… but downstairs, your dick felt so hard, I was scared I would chip a tooth on it… like it was going to shoot off like a rocket…"

"She's not wrong…" Carly smirked with a mild shrug, grinding a little more as Freddie looked back and forth between them. "I mean… if you really want to wait, we can…"

"No… no… we definitely don't need… or have to… ah… wait for… you know… anything…" Freddie scrambled, looking back and forth between the girls, as Sam grew closer and closer, moving her own eyes between Freddie and Carly. "But… about the porn thing… do we want to have it going while we… or was that more of a… I don't actually know what I'm asking here…"

"Tell you what Fredward…" the aggressive blonde raised her eyebrow as a fiendish grin grew across her lips. "Why don't you find the hottest porn you've got, and bring it here… maybe it can be educational…"

"Oh… umm… well… ok… but I mean…" his pitch altered for just a moment as his mind raced for what 'scenes' would work best and trying to search for it in front of them might be a little awkward, and then he wondered if the 'stars' he favored would be unfairly compared to the women in his life. This had to be a trap, his brain screamed. But Freddie was thinking with a different organ tonight. "Well… it might take a few minutes to… you know… get that… and then download it to a drive to bring over and then hook it up to the tv and-"

"If you aren't back in 15 minutes, Carly is going to lock the door…" Sam pulled him to his feet as Carly slid to the side and held back her laughter. "And then you're really going to need the porn…"

"Right… of course…" he nodded hurriedly, and looked at both girls, mind still reeling from what had just been asked of him. "So should I focus on like threesome stuff or girl-girl or-"

"Clocks ticking…" Carly teased, and watched his eyes go wide and him take off down the stairs, hearing the door slam before she busted out laughing. "I can't… hahaha… believe you did that to him…"

"Pssshh… like we aren't going to fucking make it up to him later…"

"True…" After watching Freddie rush from the bedroom, Carly knew that this was the time for the real 'surprise.' She knelt down next to the bed to reach for one of the drawers built underneath the bed. She pulled it open to reveal the set of lingerie the friends had picked up from Build-a-Bra. She handed Sam's set to her then picked out her set.

"Fredward is gonna fucking lose it…" Sam smirked and bit her lip, recalling the last time lingerie and group sex came together, trying her best not to remember a certain redhead who started those festivities.

"I hope so…" Carly whispered under her breath. The pair turned their backs to one another and started stripping off their clothing, tossing their garments onto the bed then started putting on their silky and alluring undergarments. "These weren't cheap but I wanted to be comfortable and sexy."

"It's Freddie…" the blonde shook her head, making sure everything lined up right and accentuated all the necessary curves. "He doesn't care about clothes… fastest he ever took me, I was just wearing a t-shirt.

"Well… that's you…" The pair finished at about the same time and turned to face one another. Carly's jaw dropped a little bit a she looked Sam up and down. Her expression turned from one of shock to one of wearing a playful smirk as her eyes clearly conveyed she approved of Sam's deep cut, lace trimmed and supportive baby blue bra and matching lace trimmed panties. She resisted the urge to whistle then awkwardly laughed, "Ah… wow, Sam… that's… wow, you look hot. I mean, really, really hot."

"Do I?" The blonde playfully smiled back at her friend, taking in a good view of the brunette, clad in a reddish pink version of her own look, and teasingly replied, "You don't look so bad yourself, Cupcake… actually, I take it back because it's not enough. You look really hot yourself… and in that adorable kind of way on top of it. He's definitely going to eat it up…"

"Yeah?"

"Uh huh…" Sam took a step towards her, rested her hands on her hips and tilted her head to the right before leaning forward and taking a soft, lingering kiss. "Maybe not the only one…"

"Mmhmmm…" Carly draped her arms over Sam's shoulders and wrapped her hand behind her neck as she softly returned the kiss. She closed her eyes as she softly moaned and whimpered into Sam's mouth from the sweet, playful kisses they were sharing. After a few soft, lingering pecks, her arms slipped off the blonde's shoulders and hands rubbed up and down her sides. They exchanged a few more playful pecks, drawing bigger smiles from each of the childhood friends. "I'm so excited for this… I wanted this… both of you… with me… since I first walked in and caught you…"

"Caught us?" Sam was enjoying the sweet exchange with the slowness and laziness of their kisses, softly pressing soft, plump lips against one another, finding contentment in the playful act than her usual aggressive need to satisfy her carnal hunger. "You missed the real party… I would have pulled you in…"

"Oh yeah?" the brunette sighed, imagining getting caught in the tornado of their lust, and her already eager core began to throb. "God… I wanted it…"

They giggled and softly whimpered as they continued, trading the kisses back and forth and started aimlessly turning each other and strolling until they were on the bottom level of the floor and over near the closet.

"You got it now…" Sam ended up pushing Carly against the glass closet door in their exchanges that were slowly getting hotter, already starting to trade a bit of spittle with one another. "Gonna get us both… and we will get you…"

"I… I never imagined… after all these years… like they were wasted… never thought… kissing you… would… would taste this good… I can't… get enough…"

"Feeling isn't exactly un-mutual…" Sam's hands that had been mostly resting on the brunette's hip slid down over Carly's left hip then over the top of her tight to slip between her legs. She carefully brushed her fingertips over the warm, covered core, already feeling some dampness. "You really are eager, Carls…"

"I… I told you…" The brunette whimpered into the kissing from the contact, shivering a bit. She tightened her hold on Sam's sides for stability, as her legs started to wobble. "Pl-please… don't… don't stop…"

"Wasn't planning on it…" the tough girl just pressed tighter against Carly rubbing deeper and faster over the material. She took a quick whiff of her fingers and licked them to get the slight flavor that seeped through. "I want you wet… dripping… before he gets here… so he can just… slip… right… in… and I can watch your face… watch you blast off… and drink you up…"

"Oh g-goddddd…" Carly whispers against Sam's neck between kisses, "Mmm… aaahhh… Sam… you're… so… beautiful… your face… your kissable lips… mmmaahh… your… breasts, so… big… full and large… and… uuummmaahhh… tasty…"

"Mmmhmm… sounds like someone wants a taste from Mama," Sam teased as she placed kisses on the side of Carly's cheekbone and her fingers rubbing soft circles over the lacy material over her petals. She could already feel Carly's heat growing by the second and if she wasn't mistaken, the first faint hint of release in her tone. "Take a taste… suckle… whatever you need, Carls…"

Carly took Sam's response as an invitation and slid her left hand back up Sam's side and hooked her pointer finger over the top of the baby blue lace. She pulled down the cup to reveal the heavy, pale, and soft fleshy orb. She tucked the material underneath them cupped under it to needlessly support the fleshy mound before she dipped her head down and latched her lips around the semi-soft nub.

"Mmmaahh… mmmuuuuaahh… mmeewwwaahh…" Carly mewed as she started suckling like an eager newborn, but the only thing being fed was the usually demure girl's desire. "So… good… and I'm… so jealous…"

"Bet you'd spend all day… trying to suck them… if you had them…" Sam slightly squinted and let out a soft, almost distressful moan, but the pleasurable undertone was nigh undeniable. "Mmmuuuuweeaahh…"

She caught her breath and closed her lips to stifle a moan to reign in the electric tingling of pleasure her sensitive nipple was experiencing. She cupped the back of Carly's head, running her fingers through the brunette locks to support and encourage the less experienced teen.

" _Ssslurp… Ssslurp… Ssslurp…"_ Carly suckled a few times to get the bud to tighten to a near painfully hard state for Sam, and took a step forwards as her lips parted more and more to suckle in more of the semi-pale flesh and pink nub. Her lips would suckle around the areola with her tongue flicking over the hardening nub, pulling louder moans past Sam's lips as the blonde's hands gripped her head tighter. " _Mmmnnmmmnnmmm…"_

"Fucking shit… Guess… I know… what breastfeeding kids… will be like…" The back of Sam's calves and thighs hit the edge of the bed, momentarily stopping her, but Carly pushed forward and tumbled her over. She laughed with falling on the soft bed with Carly tumbling over with her. "You really do like them?"

"Love them…" The brunette popped her lips off the breast as the blonde fell over. She quickly climbed onto the bed with the sly smile and a sensual movement of her arms and legs, wiggling her ass a bit for a nonexistent audience, to straddle over her tough as nails friend. She licked her lips then dipped her head back down to latch back onto the right nipple to pick up suckling from it. "Love you… Sam…"

"How about showing some love to the other one then…"

"Yesss…" Carly balanced on her left hand and reached for the left breast, pulling the cup down to reveal the second lovely orb. She palmed over it, feeling the nipple already hard against the center of her palm. She mewed and moan as she practically nursed from the right nipple while her right hand softly squeezed and kneaded the other one.

"Not quite… what I meant…" Sam closed her eyes, sucking in a breath from the attention to her sensitive nub, softly biting into her bottom lip to partially stifle the sigh, "but goddammmmmn… I'll take it…"

"Mmmmhhmmm…" Carly responded, finally getting the meaning through her lust-adled mind and switched to suckling the left with the same fervor and massaging the right.

"Unnnghhh… hey… Ca-Carls…" As her mouth started to move down Sam's pale, smooth stomach, the blonde whispered out between soft moans, "Car… ly… Carly… what's the… mmm… point of getting… mmmaahhh… SHIT that feels good… mmm… of getting all dolled up… if we… if this… is… unnghhh… before Freddie… mmmmaahhh… gets here?"

"You did say…" Carly pulled her lips and tongue away from Sam's bellybutton and whispered against the pale flesh, "this… beautiful… lingerie… wasn't… mmm… _ssllluurrppp_ … just for him… mmmm…right?"

"Suppose I did…" the blonde sighed out with a wide grin, relaxing to the eager, hungry mouth of her best friend turned lover, waiting on her lover turned best friend to join them. "Carry on…"

"Thank you…" The former web host smiled and picked up her kiss and running her tongue around the small indentation for a few more moments then kissed down to the waistline of the baby blue panties. She kissed from one hip, across the skin just above the line to the other hip. She kiss back to the center then smirked as she looked up to meet Sam's eyes. "You know… there's something I love tasting… even more than your lips and boobs…"

"Oh yeah?" the blonde rarely played coy, but this seemed like the perfect time to just relax and enjoy. "What's that?"

"Oh… you'll see…" Carly gave her a wink then hooked her fingers over the waistband of the baby blue silky and lace trimmed thong. She slowly pulled it over Sam's hips with the blonde wiggling her pelvis to help her until she revealed the neatly and shortly trimmed patch of blonde hair. She kissed along Sam's left thigh as she brought the underwear down her legs until the garment reached her ankles. "Guess I'm not the only one who is excited…"

"I never denied that I was…" Sam retorted, staring at Carly work, trying not to look too eager, fighting the shake of anticipation for her brunette to make a buffet out of her.

"Of course…" Carly pulled it off one foot then just parted her legs, letting it dangle off the right ankle. She started kissing up the left shin, over her knee then up the inside of her thigh until she reached her treasure. She took a deep breath, closing her eyes just to savor the aroma of her best friend turned playmate, then opened them to look to her and stick out her tongue. She moaned as she took a slow, broad lick up her center to taste the freshly washed peach then flick over her hood. She moaned again then took another long lick, this time over the left side then another one over the right one to cover her entrance with her saliva and join her already faint dampness. "Mmmhhmm…"

"Ffffffucking fuckshit…" Sam writhed at the sudden, focused attention and had to bit her lip to stop from screaming. "M-m-more…"

"I can… give… you… more…" She started taking quicker licks, working her way to the center and between her folds while her arms slipped under the blonde's knees and hands rubbing over the top of her thighs. It was strange to see, let alone have, Sam in such a vulnerable position but it just egged Carly on to make the blonde submit to her… if only for this one moment. "Does that… feel good?"

"Goddddd ysssss…" Sam softly moaned, trying everything to keep her cool, but Carly's style was so aggressive, yet loving… hungry… and still warm and devoted… it was so similar to the 'special morning routine' with Cat that it was starting to bubble up some extremely volatile feelings. She needed to clear her head. "Harder… deeper, Carls… make me… make me cum…"

"Mmmhmm…" Carly breathed against her opening between licks and slithers of her tongue between her folds, "And… mmm… Sam… you're… mmmm… going to… have to… mmm… be nice and… mmmaahhh… mmmmaahhh… wet for… mmmmuuuhhh… him, too… anyway… mmmmaahhh… Oh…"

"D-don't stop now…" Sam called out, gripping Carly's head, which had turned slightly.

As it turns out, Freddie had returned, with a small jump drive that contained a mishmash of what he knew he liked, thought Sam liked, and hoped Carly liked, a couple minutes earlier, and was about to say something when he spotted the girls on Carly's bed thoroughly enjoying themselves or more precisely, Carly making an enjoyable meal out of Sam. He remained quiet as he processed the sight, coming to terms that this wasn't a dream. For so long seeing his girls together, just like this, was basically a deep dark fantasy of his, now come to life and so, instincts took over. His right hand trailed to his crotch and grabbed himself through the denim material, gently massaged and rubbed over himself as he grew inside his boxers.

"Don't worry… I'm not done yet…" Carly pulled her mouth off of Sam's delicious honey pot for a moment as she spotted him just standing there and watching. She says nothing to clue Sam in, just smiling towards him then licking her glistening, juice-coated lips then running a fingertip over her jutting out bottom one, looking at him with a glint in her eyes that promised a world of naughty things to do with him under that venire of sweet, girl-next-door wholesomeness. "I want to hear the hottest sounds your mouth can make…"

Freddie smirked and nodded as Carly directed him to the other side of the bed, pushing her tongue to the inside of her cheek, and in seconds, he unbuttoned his jeans then pulled the zipper down followed by pulling his jeans and boxers down his legs, freeing his growing member. He bent over and quickly undid the laces of his sneakers then pulled them off and his socks one by one.

Once finished, he walked up the steps and to the other side of the bed with his back to the tall, angled windows to the bedroom then slips his hands under Sam's armpits and pulls her a little to the side and back so that her head is barely hanging off the end of the bed.

"What the-" She let out a surprised yelp with the unexpected strong hands on her body, but is interrupted with saying anything with a soft moan from Carly going back to work in licking and plunging her tongue between her folds. It also affected her speech that a thick, meaty rod now settled over her face.

"Miss me?" he teased, as she licked where his shaft met his balls for a moment. "I thought… mmhmm… Carly shouldn't be the only one… getting fed…"

"Just shut up… mama needs this…" Sam reached up and grabbed his shaft, taking a few 'upside down' strokes as his rod twitched just above her face. She worked in a bit of his precum from watching them then parted her lips and slightly tugged on him to wrap her lips around his crown. She softly moaned and swirled her tongue over the mushroom head before taking another strong suckle. " _Sllluuurrrppp…_ "

"Unnghh… yessss… I needed… your mouth… too…" Freddie cupped her cheeks and softly groaned as the blonde's lips and suction stoked his arousal, strengthening his shaft. He slowly started sliding in and out, just about an inch or so past his crown as she enjoyed her suckling and licking, pouring her moans around it while Carly made a meal out of her center. "Mmmhmm… so good…"

A year ago, it would have been so strange for the badass Sam Puckett to imagine herself, spread wide on a bed, truly vulnerable, hungrily sucking a dick while being eaten out by a girl, but after their mutual first times, she craved this type of interaction with Freddie, and having Carly with her, ready and willing to be exposed… weak… knowing she was safe in their arms. It was… freeing. No more façade or bully behavior in this room… only pleasure, happiness, and love.

"Relax… I'm going to give you… more…" Freddie soon picked up gently sawing his strengthened rod into Sam's mouth, pushing the shaft into her saliva sloppy mouth to nearly her throat then pulled back to let only his crown remain inside her mouth. He softly groaned from the warm, slick feeling around his shaft as she added to the stimulation of running her tongue along the crown and top side of his shaft. Another thrust and he met her tight throat. Another and he was inside it. "Keep trying, princess… it's all for you…"

"Us…" Carly added, looking up at him from between the pink legs. Her mouth dripped with Sam's slickness, and to memory, he had never wanted to kiss her more. "That… and you… it's for us both… right?"

"Of course…" he whispered, his hands moved down Sam's cheeks and neck and soon joined Carly's hands running up and down her sides, fingers entwining to palm over her hefty pale breasts. She gently squeezed and kneaded them, pushing them together then relaxing them as Sam's peaks strengthened and poked her palm. He palmed over Carly's hands initially to help massage the fleshy orbs, drawing out deeper and more desperate moans from Sam and pouring then into his rod. His fingers soon laced tigher with the brunette's fingers to massage her breasts in unison, connecting the three truly together at once. "You… me… Sam… this is our night…"

Freddie maintained his steady pumping his thick and strong staff into Sam's mouth, groaning with each stroke to the pleasure as her throat took him deeper, pushing her limits. Sam eagerly moaned and whimpered around it, unable to get enough of his strength, manly musk and sweet precum and using it as an outlet of her growing, tightening pleasure in her gut that spread to make her chest and limbs tingle. Carly suckled off each petal then pushed her tongue inside to swirl around to lap up the steady flow of tangy dew then flick up at the exposed love button then right back down to mouth over her entrance and plunge her tongue in and out repeatedly.

The shared attention among the three eventually became too much for the blonde with her mouth—and her throat— filled to capacity, her breasts expertly massaged and nipples pinched by the pair and the adorable girl-next-door enjoying her center like a sweet peach. She started moaning louder and louder, muffled by Freddie's pumping shaft. Her body started rolling in pushing up her chest and arching her back, shivering with trembling muscles.

"Mmmfffmrrrmmmm!" The pair could feel her tension building, but they continued to pump her mouth and devour her center until the blonde cried out, muffled around the handsome teen's shaft, vibrating him to nearly pop as well, "Mmmmaa… mmmmaahhhh… mmmmAAAHHHH

Sam's body shuddered hard, nearly bucking if not for their hands on her chest to push her body down—not letting up on the massaging as her pent up knot of pleasure in her lower gut exploded and set her nerves tingle, causing her muscles to rapidly contract and relax to make her limbs shiver. Her mind became awash with the pleasure, urged on by the fact she was surrounded by people she knew loved her.

"We've got you, baby…"

"Never gonna let you fall…"

"Let it all out, princess…"

"Don't hold anything back…"

The brunette pair held their friend as she experienced her release, both moaning and groaning to her reaction until she slumped onto the bed. They watched as her chest rise and fall under their joined hands, breathing through her nose with a soft wheeze in desperation, each of them releasing their organs from her body.

Though Carly stopped her feasting, she couldn't help but steal a few more licks from Sam's center then sat up. She crawled up Sam's body, kissing up her trembling abdomen and pulled her hands off her chest. She draped her body over the blonde's body, resting her small chest on Sam's larger, soft chest. She attempted to trade a few kisses with her before lifting her chin to meet Freddie's withdrawing shaft from Sam's mouth and swallow up his crown, mewing around it like a newborn, or Cat, which was a far less creepy thought, with a pacifier.

"Oh yessss…" Freddie took a step forward to let Carly more easily slurp and lick his crown then gently bob her head to take over servicing his hard and twitching shaft. Sam was easily the veteran of the task but Carly still carried the air of innocence in all she did, which made it feel more exciting. His fingers ran through her hair, massaging her scalp, rewarding her for using her mouth so well on each of them. "Such a good cocksucker…"

Never in a million years would he have believed those words would come out toward his longtime crush, but here they were and rather than the despair in his gut winning out in how she might respond, she simply looked up, winked, and went even faster.

"Shittt…"

"These… these are so big and heavy…" Sam extended her tongue and took a lick over his balls then a second one then a third lick until she was bathing them in her saliva through huffs of recovering breath. She soon parted her lips and started suckling on the left one, allowing her to bathe it in saliva. "Tastes musky… like you… but I… like the taste of… what's inside more…"

"Won't… be long… unnnghhhh… princess…" he grunts as Carly finds a sweet spot to apply pressure and he feels his resolve starting to slip. "Been waiting… so long… dreaming of you… both of you…"

Sam's hands move up and around Carly's back to unhook the flimsy bra and dispatches of it, as well as her own, wanting to feel nothing but flesh on flesh for the rest of the night. She grabs the bottom half of the tool, where Carly can't yet reach and strokes for a moment, moving close to kiss the velvety covering.

"Give him a sec, Carls…" the blonde whispers as the brunette pulls off with a resounding pop, and before she could even ask why, Sam swallows her lips, hungry for the taste of her best friend, and the salty sweet pre-release that was spotted along her tongue. Sam only pulled away for a second before grinning and gripping Freddie's shaft. "We are a team… let's work together…"

Carly didn't even need to ask what Sam meant as the aggressive blonde pulled the throbbing purple helmet between both their lips, both going to work, kissing and suckling the tip and all around the first couple inches. Their plump lips touched every so often, tongues mingling whenever the chance arose as he just twitched in their mutual make-out.

"Shittt…. Shit I… I don't think I can hold out… if you… keep…" he tightened up, and every synapse in his mind raced to find something to slow the progression of his first two loves double-teaming his sensitivity. Baseball… but that just made him think of Sam in her little league jersey. Galaxy Wars… and now both of them were in Slave Leana costumes. His mom… now there was the ticket… if he could just focus on her, and her judgmental tone, he was bound to be ok. She was mean and rude and called both his friends whores and sluts… dirty little cocksucking whores. "Fffuck… I can't… I can't…"

Freddie backed away from the girls, strings of drool between them as they grinned. It wasn't too often that the 'sex god' had to take a time out because something was too good, but the former iCarly cohosts had found a way to make him relent. It was a proud moment, even if they were denied the salty sweet reward… for now.

"I think we broke him, Sam…" Carly giggled, leaning in for another playful, relaxing kiss as they found their personal rhythm once more. She felt the stronger hand of the blonde grip her head and keep the kiss going, growing less playful and more passionate as they lost themselves in the other's tongue and taste.

"Not broke… just needed… a time out… since I've been holding back all day…" Freddie fought back a chuckle to keep his pride in check. He considered joining the kiss, but just as he moved back toward them, he watched Carly's cute ass jiggle as Sam's other hand squeezed her lower back. "But I think I'm ready to play more now…"

Nearly jumping to the other side of the bed, Freddie knelt down behind them, lining his face up with Carly's cute derriere and Sam's dripping flower. He hooked his fingers over the waistband of the panties at the brunette's hips and slowly pulled the material over her bottom, placing soft kisses of the cheeks, then finished pulling the garment down her legs. He pulled them off her ankles and tossed them next to their writhing bodies on the bed.

"I think he's…" Carly started, but Sam just swallowed her words, eager to feel her best friend cry out into her mouth as Freddie claimed her. The new feeling of Carly's very bare, newly hairless sex grinding against her own was sending its own powerful tingle through each of them.

He palmed over the paler cheeks and slowly pulled them apart to expose her cute little starfish and her glistening flower. The former tech producer took a deep breath to smell her sweet fragrance then brought his mouth to her gorgeous pussy. He stuck his tongue out, just to gather some of the essence on the tip, and was just blown away how she managed to taste like every childhood dream he ever had of her, taking a couple more licks just to be sure.

Less than an inch away, Sam's pink and throbbing sex awaited and he didn't have any desire to disappoint. A couple teasing licks later and now Sam was rocking his world. It was like a flash of every intimate moment they ever shared hit him at once, and he found his heart beating faster for his first lover… his first real love…

"How about a game?" He whispered against their entrances, but loud enough for them to hear him, licking all the way up from the edge of Sam's backdoor to the puckered, truly virginal rosebud of Carly, earning shivers and shrieks from both. "Whoever can hold out the longest… gets me first…"

"You're gonna lose, Carls… sorry…" Sam huffed into Carly's mouth between their kisses as his fingers continued to tease her entrance, smearing her juices all over her petals. She knew she'd win this contest simply due to her superior stamina and that she just had her release. She continued to trade the playful kisses to try to keep her distracted as his fingers rubbed and teased her petals. "I need this…"

"God, Carly… so beautiful…" Freddie turned his mouth exclusively the brunette's entrance, licking up one petal then the other, swirling around in circles to jump from one to the other with a quick thrust of the tip between them to taste her nectar. His right hand massaged her right ass cheek, gently squeezing it and kneading it up and down and to the side then back again in a circular fashion. He kept up this multitasking of feasting on her succulent flower and massaging her tight derrière while his left middle finger ran up and down Sam's still dripping slit. "Both of your bodies are just perfect… delicious… and soft… and warm… absolutely picture perfect…"

"Don't tease us, Benson…" Sam called out with a hint of a smirk as Carly kissed her deeper and embraced the pleasure of the moment. "Or at least… don't tease me…"

"Fine… no more playtime…" he growled, though they both could just feel his grin in the words. Each of them suddenly felt his middle fingers push their way inside and the brunette almost cried, lips trembling for Sam's, so on edge already that she could hardly stand it. She wanted to last and wanted to win, but when the digits began to move and his thick thumb teased her backdoor, she lost all sense of control. What was meant to be a game to help clear his head, and reset his stamina, for a few minutes was over in less than two.

"AAIGggghhheeee…"

The attention was just too much for Carly despite her mewing and tightening of her muscles to fight off the release. She finally had to break off her kissing with Sam, lift her chin and throw her head back, letting out a satisfying scream as her release overtook her body. The demure young woman shuddered hard over the blonde's body, her smaller breasts brushing back and forth over the fuller, soft chest and teasing each other's nipples with the sudden, close contact. She felt Sam's hands slide under her body and cup under her breasts to hold her and massage her smaller tits, brushing her thumbs over hardened buds. It was assumed that both Freddie and Sam were saying something too her but it was all a cacophony for now, her body feeling heat and pleasure, sight turning to a wave of colors, and for a few precious seconds, it could only be described as bliss.

Physically, Carly mewed out louder as her release intensified, her nerve endings firing off randomly in her body. She shivered one more time with her muscles tensing and relaxing then collapsed on top of Sam and huffed out for breath, her eyelids fluttering and softly wheezing for breath, mindlessly kissing the pink shoulder, her insides still contracting around the invading digit.

"Told you, cupcake…" Sam kissed Carly's forehead as the brunette struggled to stay awake as she felt so satisfied with the release that had been building up since Sam's first kiss on her lips. She whispered in a playful tone, "I always win…"

During Carly's release, Freddie had been lapping up her sweet, almost sugary nectar with a few dips into her quivering opening, but eventually stopped when she settled down, not wanting to over-stimulate the less experienced member. At least not yet.

"I think whoever won, I was the real winner…" He stood up and gripped his shaft with his right hand, slowly stroking what was left of Sam's and Carly's saliva coating it while his left hand gripped the brunette's hip. He sighed out as he pressed his crown against the blonde's slick slit. "Here we go, Princess…"

"Ok… whew… unnnghhh… come on come on…" Sam, able to do little but just stare into Carly's big brown eyes, slightly squint and sigh as she felt his crown first press against her, like waiting for the roller coaster to drop at the top of the loop. A moment later, her breath caught in her throat, feeling that rush as he popped inside her tightness, with a heavy sigh resounding in unison between them as her entrance swallowed and tightened around his mushroom head, as if to remind him where he belonged. "Fffuck… meeee… that's good… so fucking thick… unnghh…"

"I'm going slow… but this… is about more… than just… you… and me…" Freddie grunted, then pulled his right hand back and gave the pale ass cheek a soft slap, drawing out a soft yelp from Carly and causing her to lift her chin up, fighting a giggle fit. He smiled at her reaction and massaged the cheek for a few seconds then gave it another playful pop. "I love this sweet little ass of yours Carly… soft and jiggly in just the right ways… fits my hand well… nice sound when I spank it… makes me wish… you were 'bad' more often…"

"I will be…" she whispered, biting her lip as he squeezed the cheek tighter, and his thumb grazed her asshole, "… unnghh… as bad… as you want…"

"Oh yeah?" he taunted, sliding one hand up her back to take a grip of her hair tight in his hand and gently pulled, to further assert his dominance. "Bad, bad Carly Shay… whatever will I do with this rebellious little thing before me…"

Before she could reply, Freddie moved his hand from her ass cheek and slipped his right middle finger in her and started gently pumping again. He was slothful and careful as she had loosened a little with her release, but she was a tight girl; maybe the tightest he'd ever had. He'd pump, run his finger along the inside of her silky walls then pull it back out.

"So tight…" he repeated, careful with his near-porcelain doll of a dream girl. "I can only imagine… how it would feel… stretching this tiny pink pussy would feel…"

"Ohmygoddd…" Carly let out a lustful moan with the pumping, trying to conceal them by picking up her kissing with Sam who was trying to keep her cool as inch by inch he buried himself inside, until she felt complete with his tip taunting entry into her womb.

"Godddammmit Benson… hold still…" the blonde moaned out, pressing her forehead against Carly's as the paler girl shivered. "Just for a minute… I need to…"

"Need to… what?" he fiendishly taunted as he ground further and caused Sam to nearly scream. "I love… hearing you… like that… princess…"

"Just… just go slow at first…" she whispered, showing just the very edge of vulnerability before submitting to the feeling entirely as he withdrew about half and then pressed it back in. Pure electricity flowed through every single nerve ending and she could hardly contain her true feelings. "Ok… more… faster… harder… please…"

Never one to deny a request, he pressed onward, thrusting quicker and deeper, pressing his fingertips into Carly, pushing her tighter against her best friend as Freddie drove himself deep, pulled out more and then pushed in harder. By the second round, her legs wrapped around his waist and pulled him in tight.

"You look… so hot, Sam…" Carly managed, feeling beyond peaceful in the post orgasm afterglow, essentially sandwiched between her loves, and now seeing Sam's face contort from pain to pleasure to fear to bliss every second was an image she never believed she could get, but now… it would be her favorite image of her best friend. "He makes you… he makes you happy…"

"Not… unnghhh… sure happy… is the… right word…" the blonde heaved, her face red and eyes slightly out of focus as she was rocked back and forth. "Happy. Horny. Hungry. Helpless. Hopeful. Hyper. Humble. His… He… he's everything… to me…"

"That's… that's beautiful…" the former web star felt her heart beat faster and the butterflies let lose inside her stomach. That's what love looked like, and for the slightest of moments, she questioned if that was the same love that she felt with Freddie too. She pulled Sam in for a deep kiss, not needing to say the words that Sam could drop her guard now. "I love you…"

"And I love both of you…" he whispered, leaning over her shoulder and kissing the back of Carly's neck, sending a shiver down her body. "You getting close, Princess?"

"Mmmmunnghhmmm… yeah…" Sam whimpered, feeling totally at his mercy and she had accepted that was how she liked things with them. "Only because… you… and Carls… got me… going so… sooo bad…"

"No more holding back…" Freddie nodded, and just stared into Sam's eyes as he began rutting a bit faster and harder. "Watch her face now, Carly… she's… I love her face when she cums…"

Carly didn't speak and just let her forehead rest on Sam's for a few moments and she was so wrapped up in the pleasure of the moment, she hardly noticed that Freddie's fingers had disappeared from her sex, until he offered them to Sam to help her through the reluctant release.

"Aiiunnghhhaggggfffucckkkhhmmmmmhhhmmm!" the former bully writhed and wiggled, caught beneath her lovers, and forced to see their eyes and suckle the nectar coated fingers for relaxation. Soon she was suckling at the digits, desperate for any and all flavor possible from his skin.

"Ok… Carly…" he whispered in her ear, planting soft kisses on her earlobe, with a tone that just screamed that he was hungry for her. And she had no intention of denying him everything she could sate him with. "You want me, cupcake? Ready for me to make you my new treat?"

"Since the moment that taco truck hit you…" she muttered, looking back as his hands toyed with her hair and ran his fingers down her back. His slick rod nestled between her ass cheeks and the anticipation of being full once more was driving her mad. "Please… please give it to me…"

"Gonna go slow… I know… you're not… like Sam…" he whispered, pressuring his tip to pierce her eager and aching slit. Carly knew the words shouldn't have bothered her, but just the way it was said; as if Sam could do things she couldn't. After a few seconds, it finally pushes through the unwilling resistance and she feels better than he ever imagined. Even having her body a couple times now, this time felt different. Better. Perhaps because they were all together. The merry trio. "So hot and tight… such a perfect… little… pussy…"

"Mmmhmm…" she moaned out, trying to keep her breath going as her body was invaded and stretched by her lover. It was such a new experience to hear Freddie use the dirty language, and on top of that, use it about her own body… and she never expected she would love it. It was all so… naughty… and naughty was becoming a way of life with her two closest friends. "S-s-sssooooo… gooooooddd…"

"Yeah it is…" Sam smirked up at her, quite pleased as the 'shoe was on the other foot' now and she could see how Carly's face lit up and changed and contorted with her pleasure and pain fighting for control of her brain, well aware which would win. "Hits every right spot… every nerve… fucking deep into your cervix…"

"Uh huhhh…" Carly just nodded as she tried to keep her composure as cock seemed to no end, going deeper, sawing its way into her tightness. It had to be the angle, she thought to herself. His hands moved up her back and into her hair. She never imagined that her hair would be such a trigger but just applying a little pressure and she was shivering, wanting to scream out a dozen obscene desires. But in that lust fueled brain, she still felt the most sensual touch, his lips on her crown as he was flush with her body, and her breath was trapped in a tight bubble in her chest. "F-f-freddieeeeee… its too… I can't… I… please… please go… go slow…"

"Whatever you need, baby…" his voice was near a growl, but his tone still felt so intimate. Inch by inch, he withdrew about two thirds of the way, then pushed all the way back inside. Fifteen seconds between each thrust. A minute later, it was fourteen. Then twelve. Then ten. "Fuck… you… you are just so amazing, Carly… your body is… as sweet as your mind… your taste…"

Nine.

Eight.

Seven.

"It's all for you…" she moaned out, squeezing her eyes shut, and feeling helpless, but a surprisingly gentle hand took her own and just embraced it, offering comfort and a way to release some of the feelings. "I'm here for both of you…"

Six.

Five.

Four.

"And we… are here for you…" he repeated, moving his hand to her cheek, reassuring her with his gentle affections, catching Sam's cheek as well. His other hand gripped tighter onto her hip, trying not to be mesmerized by the way her pale, now more pinkish, ass jiggled with each collision. His mind could see the similarities between his first love and current love, and he had to wonder how it all would have gone with Jade if he would have made love to Carly before her. Or even Sam. It wasn't like him to get caught in the past if he could help it, but Carly was the exception to so many rules already. "So tight and warm… I never wanna leave…"

Three.

Two

"Ohmygoddddd…" Carly writhed as the thrusts were now just a second apart. She knew he could go faster, and had gone faster with her… but the slow build… from where he started pumping her to now felt like her head might spin. She felt the entry and exit but the time was so brief that now instead of feeling full, she felt like she was a living tool for his lovemaking. And she honestly couldn't complain about that. Her mouth opened for a scream, but her air was gone and all she could manage was a sharp "Aiiigghhunhh!"

It was a sight to behold for Sam, feeling Carly's warm naked body be just drilled against her, pushing her into the bed too as Freddie has his way, and the faces Carly made. She would smile, then grimace, then go eyes wide with a grin that overtook her face, then bit her trembling lip. But where the former web star really shined, and Sam wished she had this as her phone background, was when her eyes were half open, tongue just barely hanging from her mouth, cheeks bright red, and a gorgeous, contented smile plastered on there. That was the look of Carly Shay, resident good girl and moral center of their trio, getting her brains fucked out, piece by piece, and loving every second.

"Aiiighh… I'm gonna… I…" Carly started to say but forming a sentence was getting harder and harder. His cock rammed her insides, getting a little harder, and faster, as he drilled the pale beauty. Freddie didn't need much to understand what was happening, and he just kept up the pace, and when her body seized up, he just kept on going. "AIIIGGGHHH… FRRRREDDDDDIEEEEEEEEEE!"

"Focus on the feeling, Carly…" he grunted, pistoning in and out despite the constricting and contracting muscles eager to milk him, but the slick juices allowed him easy access in and out, over and over. "You don't have to come down… until you want to…"

"I… I don't ever want to…" she nearly cackled as she gave into the feeling, pushing her hips back against his thrusts as well to accentuate the heat. Freddie was right… it was an intense orgasm that just kept going, and her mind was going. It was going to painful when her limit was finally reached but in the meantime, she was already cumming for a fourth time tonight.

The fifth was where her body seized up, and she was trying to flex muscles that needed a break.

"N-no more… please…" she muttered, just looking at Sam, as if she could control it all. But Freddie heard clearly and slowly withdrew from her hole, still flexing, and now the emptiness was even too much to bear. "Please… don't stop touching me… I want this… I need you… both of you…"

"You're ok, cupcake… but I think you need something more comforting…" Freddie could sense Carly's body was getting close again, even if her mind wasn't, and made the suggestion through shortening breath, "Sam… mmmaahhh… why don't you… help… Carly out… with that fantastic mouth… of yours…"

Sam sighed out between kisses on the brunette's neck, "Ye… yyyeaahh… fuck… mmm… come up… here… Carls… Mama wants some sweetness…" She moved her hands down to her hips and softly tugged on her, encouraging her to slide up her body.

Carly sighed out as she nodded her head, licking her lips between moans then willed herself to start crawling up until her entrance was above the blonde's face. She grabbed the edge of the seat cushion of the built in row of seats under the slanted windows for stability then carefully turned around, bringing her left leg over the blonde's body then shuffled to raise her right knee over Sam's face and settle above her. She braced her hands on Sam's forearms and lowered herself to bring her entrance over her dear friend's mouth then shivered and let out a giggle when she felt Sam eagerly sweep her tongue across her entrance.

"Unnghhhhaighhh… I'm so… so sensitive…"

"Mmmhhhmmm…" If the blonde heard her, she sure didn't act like it. Sam softly moaned at the sweet taste, her taste buds dancing as she hadn't taste something that sweet in a very long time, not counting the last time she had tasted her friend. She licked inside her mouth to taste it all then eagerly picked up where she left off in kissing Carly's lips to kiss her other set of 'lips'. She slothfully licked over them to clean up what Freddie started with his fingering of her tight entrance, then how he'd stretched and pushed her internal muscles. She lapped up one petal then the other, jumping back and forth, not too dissimilar to Freddie's method then moved up to tease her love button with circular motions of the tip of her tongue. "Fuck… I can taste his musk… his cock and precum… mmmhmmm…"

"Ahh unnghhh… yesssss… just… just like that…" The muscles around Carly's eyes tightened and she bit into her bottom lips, mewing out at the renewed attention. She gripped Sam's biceps for stability as her lithe, pale body shivered above the aggressive blonde's face. She opened her eyes and started huffing, her pink supple lips parting and her small chest topped with painfully hard nubs jiggled a bit with the shivering. "G-gentle… nice… keep… keep it like that…"

"Such a good friend…" he whispered, his hands now free to roam over Sam's soft body, kneading her chest before kissing down until he reached her belly button. He took a few quick licks of her swollen slick lips, and pressed his tip against them once more. "I need you, Princess…"

"Mmmrhhmmm…" she groaned out, and he hoped that meant that she wanted it as much as he did. It didn't take much pressure to return inside the bombshell blonde, and while she wasn't quite as tight as Carly, she felt hotter and her muscles could tighten so well, it really was a toss up. Not that he wanted this to ever become a competition. His fingers toyed with her swollen clit, earning even more muffled noises, allowing Carly to moan enough for both of them.

In Freddie's eyes, it looked like she was coming apart, ready to have yet another beautiful release that instinctively drove him harder into Sam. He licked his lips and growled, gripping her hips tighter for control as he pumped harder and faster into her, feeling her sleeve tighten and relax around him to try to milk his release out. He huffed and glanced down with a smile as he watched her heavy chest bounce up and down with his forceful impacts of his pelvis against her ass and driving his shaft deep into her despite being on her back.

Sam's initially soft, satisfying whimpers into Carly's opening intensified with the increased thrusting that stretched her out, yet constantly made her feel full. She rapidly picked up her licking over the soft petals to thrusting her tongue between them and swirling around. She reached up and palmed over Carly's thighs more and more, desperate to hold onto something as she fought to hold on a little longer.

Carly's eyelids opened wider, huffing for breath with whimpers mixed among them. Her body shivered with the increased and dedicated attention of Sam's mouth to her sweet and dripping opening. Her nails accidentally dug into Sam's arms, but the blonde apparently didn't mind as her tongue swirled and lapped between her folds.

The blonde was starting to lose control again as her body shivered underneath her and in Freddie's tight grip. Her breasts jiggled more wildly with each shudder, her muscles rapidly contracting making it looked like she was about to go into a seizure. Her growing cries were muffled by Carly's world as she licked to try to distract her to hold on for just a bit longer to enjoy the muscular teen's pumping, "Mmaahh! Mmnaahh! MMMPPHH!"

Carly's hands moved up and palmed over Sam's hands holding her thighs, momentarily tightening her grip, lulling her head back, pushing her chest out and grinding her center of Sam's mouth. She face grimaced of pleasure that was almost too much for her and turned out to be too much to hold out any longer. She huffed for breath, her small chest rising and falling with her buds tightened painfully hard and cried out, "S-S-Sam… Freddieeee… I'm… I'm—aaahhuuuuAAAHHHH!"

The brunette couldn't finish her warning as she shuddered and a few tears ran down her cheeks with the pleasure tearing though her gorgeous body. Her muscles contracted throughout her body to make her shudder, her limbs visibly trembling as she swayed back and forth, nearly falling off Sam, but the sudden presence of Freddie's hand on her cheek saved her from falling too far back to Earth.

Sam tasted a fresh, perhaps even sweeter wave of Carly's release hit her tongue as she swirled it around inside the flower and sucked over the entrance. The new flavor, feeling Carly shudder over her face and Freddie's continued thrusts that stretched and filled her with the crown tapping her cervix to be too overwhelming. She moaned loudly into Carly's opening, her body bowing several times to thrust her chest out and arch her stomach, trying to fight the feeling, but the inevitable happened. She locked painfully in place and shivered, letting out a wail into the brunette's flower, sending a vibration through her to extend her release and sleeve desperately worked Freddie's shaft.

Freddie gritted his teeth, hissing with the tightness and milking of his shaft, but fought the urge to release. He took a step back, withdrawing his shaft as he felt himself on the brink. His crown made a slothy pop from her love canal, leaving her entrance pulsing and trying to grip the missing shaft as it closed up while dripping more of her juices onto the bed.

Carly's release finally ran it's course, so she leaned forward and braced her hands on either side of Sam's hips then lowered her body to lie across the satisfied blonde. She rested her cheek on her left thigh for a few moments, just feeling her friend's softness and warmth. She licked her lips as Sam's aroma filled her nostrils then felt a sense of being drawn to them. She turned her head and brought her mouth to Sam's slick flower. She stuck her tongue out for a slow, sensual lick to get a taste of her satisfied friend.

Sam shivered from the soft tongue swiping over her petals, still sensitive from the powerful release. She blew out a hot breath onto Carly's petals then took her own slothful lick over her center. She moaned from her friend's sweet honey, enjoying the delightful flavor. She reached up and palmed over Carly's cheeks and took another slow, sensual lick then another one until she was licking her up like an ice cream comb.

The childhood friends soon started picking up the pace in licking and slurping each other, letting each get comfortable with the slow, lethargic pace with how sensitive their flowers were after their shared releases.

The seconds ticked by, turning into a minute as each cooled down yet picked up in licking and cleaning one another, moaning at their starkly different tastes danced along their respective tongues. Carly lapped around Sam's lovebutton, teasing it as a piece of hard candy and occasionally wrapping her lips around it to suckle and moaning in contentment. Sam responded by mouthing completely over the brunette's entrance and pushed her tongue between the folds to circle inside to get to the center of her honeypot and hum to send another strong vibration through her.

Freddie just stood back, letting himself cool off with slothful strokes of his shaft and watched as the best friends devoured each other, the sounds of their respective mews and stifled moans filling the bedroom. He eventually decided that before the pair got too carried away and sent each other off to Nirvana, he wanted to have his first love once more. The former tech producer walked around the foot of the bed to stand between it and the cushioned seats, behind Carly and rubbed over her bottom, smiling at the softness, yet tightness of the tush.

"I want you…" he whispered, unsure if Carly could even hear him as the words escaped his lips, fighting grunts as his own strokes increased in anticipation of her tightness. "I… need… to be inside you…"

Carly simply mewed louder around into Sam as her tongue slithers all about between her folds with the added stimulation. She moaned out louder, shivering when she next felt him grasp her left hip in his considerable grip then his spongy crown brush over her folds, teasing her with a soft up and down motion. She lifted her chin up, pulling her mouth away from Sam's folds and moaned out, "Uuuaahh… Fredddddiiiee… mmmuuuaahh… pleeeease… don't tease meeeee…"

"Just testing the waters…" Freddie softly maintained the pressure until her petals gave way and swallowed his crown once more, pulling a louder moan and whimper past Carly's lips. Carly shuddered across Sam's body, dropping her mouth back down onto the blonde's entrance and huffed for breath, mewing in mild distress as she felt the fleshy steel slowly slide into her. She took a few more licks of Sam's center to try to distract herself from the mild discomfort of being stretched out to accept his thick shaft. "Mmmhmmm… just… just tell me if it's… too much… too fast…"

"Mmmmaahhh," she moaned deeply between Sam's folds as an outlet for the mild discomfort that was starting to be outpaced by the pleasure of the shaft sliding across her silky walls. The pleasure intensified as she felt Sam's tongue lick over her stretched folds and button then Freddie's shaft flexed a little as the tip of the blonde's tongue swept over it. She shivered a bit more, her sleeve gripping and relaxing with his painstakingly slow pushing until his crown softly kissed her cervix. She whimpered and moaned into Sam, attempting adjust and simply relax with feeling so full. "Ohgodddddd…"

"I don't… think I ever want to… pull out…" Freddie just held himself there, closing his eyes and groaning with enjoyment and pleasure traveling up his fleshy rod of being inside the warm, slick sleeve, but more importantly being inside his first love. He ran his hands up and down her sides and back to help relax her as she readjusted to his size, occasionally coming down to palm over her ass and give it a soft massage. "Those… internal muscles… squeezing… so tight…"

After about a minute or so of allowing Carly to settle, he slowly pulled back, drawing a deep moan from the brunette, until he was nearly out of her with just his spongy head was being massaged by her tight sleeve. He rubbed her bottom a few times then pushed back inside at a snail's pace until he filled her sleeve then pulled back again. Freddie repeated this sluggish sawing until he worked up a steady, soft cycling of pumping her love canal.

"Mmmmrrhhhmmm…" Sam was not idle as Freddie gripped their mutual friend tight and started working her lithe, pale body. She lapped over Carly's flower from one petal to the other then back again, running the tip of her tongue from the bottom to her love button. She'd swirl her tongue around it then back down the middle to lick along the underside of Freddie's shaft as he pumped to his full, swinging balls. She'd lather one then the other, unable to suckle on either as they swayed with each thrust, but attended to them nevertheless.

"Unnghh… Princess…" he grunted, never ceasing to be amazed at how his former tormentor's mouth could feel, "…that's… that feels… so fucking good…"

"Mmmhhlllmmmm…" She licked back down his shaft then to her left over Carly's left petal then down to her sensitive bundle of nerves to twirl around, pulling another deep moan from the brunette as she returned the favor to her. The blonde shivered from the attention, needing a break, but her pride wouldn't let her voice her concern and besides, Carly tasted far too good to stop as would be expected if she even wanted her to let up. "Cum, Carls… cum on his cock… and I'll lick it clean…"

Carly wasn't sure if it was the pleasure finally mounting, but somehow just seeing the image of Sam's mouth stretched around Freddie's big cock, desperate to suckle and savor every drop of her cum just put her mind over the edge.

"AAAIGGGHHHhhhh…" the usually demure teen screamed, as her body twitched and shook and her eyes rolled as her body flooded with pure ecstasy. She could do little more than turn her head and watch what happened next, which was immediately burned into her mind.

"Ok…" Freddie withdrew himself, and like a cork in a wine bottle, it all began to flow out, and the clear, viscous fluid seeped onto Sam's fingers, instantly stroked into the top half of the proudly standing shaft before the blonde opened wide and devoured it. She knew Sam loved meat, able to destroy a pack of lunchmeat in under a minute… but the way she took to the glistening, throbbing cock before her was just incredible. Her cheeks would hollow then spread, and she would push her throat to its limits as he fed her the rod, causing distension in her throat soon enough as she was able to take him fully. It was only the third thrust inside when he suddenly winced and backed away. "T-Too much… I'm gonna… pop soon if I… don't…"

"Well, if Mama… isn't getting… her treat..." Sam looked a little annoyed, but the demeanor disappeared in a second as she locked eyes with Carly once more, "… you can't leave such a pretty pussy empty, can you?"

"I suppose not…" he smirked at her, then gave a look to Carly as if permission was needed to keep things going. No denying he was a gentleman. A quick nod was all it took and in moments, Carly was facing forward, making out with Sam's sex, and filled to the brim with her love's member. "Goddddd… I love you… both… so fucking much…"

Carly was being worked up with the gently lovemaking of his pumping and Sam making a meal out of her dripping and full opening. She figuratively bathed in the duel sensations washing over her body, mind and probably her soul, but she wanted more. It was… almost a jealousy. She wanted to feel the intensity that he had given to Sam as the blonde was trapped between and under them. Powerful. Relentless. Primal.

"Unnnghhh… F-fredddieeeeee…" She pushed up on her hands and pulled her face away from Sam's center to kneel over her body. Her small chest heaved with each huff of breath as she spoke out over her left shoulder as Freddie maintained his slothful sawing motion, "Mmmmahh… please… more… harder… mmmaahh… faster… I can take… anything… that Sam… can take… mmmaaahhh… uuuuaahhhh…"

"You… you sure?" Freddie smirked, getting a rapid nod in response, though fearful eyes, and moved his right hand from massaging the right ass cheek to her waist and replied, "Okay Carls… hold on…"

"I know… you both… say things…" Carly managed as she felt his stance change from behind. With her eyes clenched, she couldn't help but imagine him turning into a Beast like Sam joked about; a giant animal that just wanted to… fuck… her. Now his hands held her hips, in full control. "That I'm breakable… glass… but I want it _hard_ … want to… feel… everything…"

"You just… tell me if… if it's too much…" He took his time speeding up, enjoying her constrictive sleeve that massaged his shaft, pulling back until only his crown remained inside her then through to her deepest depths, then went a little faster the next time then a little faster the next. Soon, he was picking up sawing into her then with a steady medium pace where the sound of her bottom being smacked by his lower pelvis could be heard echoing in the room. "Unnghhh… yeah… so good, baby… so good…"

"Uuuggghh! Aaaahhh! Aawwwaahh! My God… uuuaaahh… nnnaahhh…" Carly's eyes shot open and couldn't even begin to close as every thrust seemed to wake up her mind, body and soul. She moaned out with desperate huffs of her breath and lifted her chin, lulling her head back and letting her hair fall more on her shoulder blades. She felt so overwhelmed by the pleasure in such short order with his pumping and Sam continuing to lap over her lips at the pair's joining and around her love button. "Aigh! Aigh! Aigh! Aigh! Aigh! Aigh! Ainngh!"

The sound of his pelvis smacking her ass grew louder and quickly filled the room with each hard drive into her sleeve and soft tapping of her cervix. She pressed her palms into the bed to push back to meet his thrusting, gritting her teeth to try to stifle the moans and growing whimpers as he intensity of the pleasure grew from his deep thrusts that stretched her sleeve after its contraction of his withdraw, yet stimulating the silky, slick inner walls.

"F-f-fucckk…" Freddie carried on this way with grunts through gritted teeth, pumping her at an upbeat pace that he would use with Sam when the blood really flowed through their respective veins and became animalistic. He watched as she bounced off his lower pelvis, it jiggling a bit and listened to her huffs of breath, signaling she was reaching her end. "Is this… what you like? You want… this? Cum for me, Carly… let go… let me feel… how you… break… when… you get… _fucked!_ "

"Aiiiguuunnghh!" He was right as her breath shortened by the second, letting out whines of pleasure. She struggled to hold out, but her pleasure wouldn't be denied as the pleasure in her lower pelvis tightened and threatening the snap. She tossed her head back and cried out as her release finally tore through her body, causing her to partially spasm on top of the blonde, "Aaauuuggghhh! NNnnuuggghh! AAAWWWHHH!"

"Yesssssss…" Freddie gnashed with the tightening around his staff, wringing it like a washrag to try to push him over the edge. He tightened his muscles and tried to think of the least sexy thing to distract him once more. Gibby. There was nothing sexy about the Gib-ster, and it was a safe bet… except for the part where he dated Tasha for a while and she was gorgeous and oh shit… she and Carly hooked up and… no, no no no… his mind had to circle back to the usually shirtless teen.

"Ahhhaahhh…"Carly's fingers dug into the bed sheet on either side of Sam's legs while Freddie fought his brain, her muscles tightening and relaxing in a rapid fashion as her nerves overloaded and swamped with pleasure that blocked out reality around her. She shuddered above Sam's body, moaning and whimpering as she continued to experience her earth shattering release. She eventually started settling and her strength leave her body, but Freddie held her by the hips to keep her from completely collapsing onto Sam. He slowly withdrew from her not to startle her and rolled her over with the help of Sam to roll her over onto her back, letting the brunette recover. "Am… am I dead?"

"No…" Sam smirked, placing a soft kiss on the near-delirious beauty's forehead, and stroking her cheek. "Night's young though…"

"Ok…" The brunette's head rolled to her left, resting her cheek on the bed. Her eyes were closed and she softly panted as she was on cloud nine, her body continuing to shiver a bit as it experienced aftershocks in her release. "Just don't… do the… dying thing… without me…"

"You got it, cupcake…"

"Sam…" Freddie gripped the base of his shaft to help hold back his need to finish. He took a few breaths that cause his muscular and sweaty chest to rise and fall. "I'm… I'm not gonna last…"

"Mmhmmm… about time…"

He shot a primal look toward Sam and grabbed her by the shoulders and quickly spun her around, showing off his strength and need to continue. She couldn't help but take an eager breath as the strong young woman was manhandled so easily by her lover. He grabbed her hips once she was turned around then rolled her onto her stomach, drawing a surprise and carefree giggle past her lips.

"You gonna fuck me too, Benson?" the blonde playfully shook her ass at him, her shimmering arousal on display for all involved. "Gonna drill my pretty pink pussy so hard I pass out… Carly got it nice and wet for you…"

"You talk too much…" Freddie knelt behind her and gripped her ass cheeks, prying them apart then brought his mouth to her entrance. He eagerly took a broad lick of her still damp flower then another lick then another lick to start devouring her. Pushing his oral muscle between her folds to really get a taste of her, swirling about and alternately pumping it. He parted his lips wider to mouth over her entrance completely to work in his tongue to try to pry open her world with the added humming to send vibrations through her sleeve. "You taste too good to be such a pain…"

"Yeah, well… I… I…" Sam pulled her forearms under her and lifted her chin up high so she nearly looked up at the ceiling and moaned out, "Fuuuuuuccckkkkk… Fredddddiiiee… mmmm…. Mmmaahhh…"

She continued to whimper and moan as her arousal built, causing muscles to tighten and relax through her back, pelvic and leg muscles. She gripped the bedding with her fingers and wiggled her ass back at his face.

"See…" Freddie in turn massaged her ass cheeks, tightening and relaxing his grip on them while pushing them together against his cheeks then relaxing them. He thrust his tongue repeatedly between her folds then wiggled it back and forth to coax her flower to reopen as she had tightened up since his insertion. In the process, he licked and slurped up her tangy juices that gently flowed out of her. "Tough talk… and your body… just betrays you…"

Across from Freddie enjoying his feasting of Sam's delicious honey pot and vocalizing her appreciation of such attention, Carly was slowly recovering from her experience. She turned her head and looked to see the pleasurable expressions that passed on Sam's face. In her eyes, the expressions were so sexy and enticing, seeing the tip of Sam's tongue hanging out past her swollen pink lips and, somehow, stoking her arousal again even after such satisfying and fulfilling releases that she knew her body would pay for, but unlikely to regret, in the morning.

"Sam…" The brunette's voice came out in a hushed, needy tone, having been affected by the powerful orgasm. Carly spread her legs and slipped forward, cupping Sam's cheeks to lift her face so she could scoot forward enough to let her shins hang off the edge of the bed and bring the former bully's mouth to her throbbing entrance. "Can I… can you…"

"Mmhmmm…" Sam didn't have to say a word before pressing her face to Carly's swollen, though still eager, netherlips. With the same fervor and dedication, she slurped at her best friend's pussy like it contained the last drops of water on the planet. Her thumbs pulled the channel open, fully revealing her flower and Sam just devoured her. For nearly a minute, she was caught in the middle of Carly and Freddie once more, until she couldn't take the teasing anymore. "Fre… ddddiiiee… please… please… mmmaahh… fuck… take me… take me again… I need… damn… mmmmaahh… that cock back… inside me…

"Only because…" Freddie taunted and teased, standing and sliding his tip all over her wet flower, "… you said please…"

Without another word, the former tech producer pierced his love, and quickly sheathed inside her, rocketing her forward to press her face deeper between Carly's legs. The low, guttural moan that escaped her lips was muffled by the pink flesh of the web star, gripping her blonde locks in her fingers, to keep Sam's oral focus on her while Freddie picked up the pace.

There was no warm up, like with Carly. He knew Sam was strong and could, and had, take him at his hardest, most Beastly form, and she didn't just take, she thrived on it. Tonight though, things were going to be a bit slower. Warmer, perhaps was the better word. The strange space between making love and fucking the shit out of his former bully of a blonde was where they resided, and neither had any intention of complaining.

"Oh shittt… come on, Sammy…" he grunted, taking a deep grip of her hips and driving into her with such force, to send her face as far into Carly as she could manage. Over and over, he struck her core, begging for entry to her womb as her fleshy ass took his thrusts in stride. Slowly, his hand moved to her hair, wrapping his fingers in the dirty blonde locks and keeping her in place for her feasting, while his other hand held full control in her hip. "Fuccckkk…"

"Unnghhhrrmmmm…" Sam, impaled over and over, mind hovering between the shores of pain along the oceans of pleasure, wasted no time in sticking out her tongue and lapping at every last drop of her friend's center. She was quickly becoming addicted to the sweet flavor, as if the hunger was retroactive, needing to make up for every sleepover she didn't spend just like this. The idea of months of this kind of behavior, 'celebrating' every iCarly show with a threesome, it made her ache. And before she knew it, the cliff was well behind her. "GOD… Fuccckkkkkrrrmmmmmm…"

"Get… getting so… too close…" Freddie gritted his teeth, fighting to hold out through the girl's squeezing and sucking him deeper once again, but it was just too much after all the attention from the two gorgeous teens and no tricks in his bag were going to hold back his release for more than a few precious seconds. He pulled out and gripped his shaft and started stroking himself, gritting his gnashing as he felt the last of his resistance crumble after all their multiple attentions to it with their mouths and being inside both of them. "Oh… oh godddd… UNGNHHHH!"

"Cum, baby…" Sam managed to roll onto her back, huffing for breath and he took the opportunity to crawl up and straddle over her pelvis. He pumped a few more times then practically exploded with his first shot roping over her left breast, leaving a large globular spattering on it that covered her nipple and the surrounding skin followed by a second one onto her valley between her heaving orbs then a third and fourth shot that practically covered her left breast. "Yesss… fuck that's good…"

Freddie groaned with each shot, the satisfaction washing through him and causing him to shudder. He felt as if he was flying and felt weightless. He wasn't sure how long he experienced such sensation, but at some point he slumped and caught himself before he collapsed next to her. The formerly awkward tech producer huffed for breath to attempt to recover, smiling almost goofing, but he didn't get the respite he needed.

"Freddie…" Carly whined urgently, and grabbed an arm and tugged him forward and to the side, urging him to roll onto his back next to Sam. She succeeded with him relaxing back next to the blonde, giving the brunette the chance to scurry down and throw a leg over his body to straddle his pelvis. She gripped his quickly weakening shaft, affectionately stroking it to try to keep it hard for her. "I just need… a little more…"

"Unnghh… still a little… sensitive…" Freddie gritted his teeth with the stroking then groaned out as she lowered herself and slipped him inside, feeling the sudden warmth and tightness around his deflating and very sensitive shaft. He groaned out again, gripped her hips and bucked up into her, feeling himself fire off a very weak, watery release into her from the unexpected warm and soft attention surrounding his shaft. "Oh goddd… Carly… I…"

"Mmuuhhhwwii," Carly silenced him with a quick finger to his lips, and moaned out with the bucking, but she steadied herself on top of him and slothfully starts lifting and lowering herself on him, massaging his shaft with her inner muscles. She starts to mew and coo, feeling his smaller size slide in and out of her sleeve at an easier time, and bringing her a surge of pleasure as it twitched and stiffened. "Its… its so good… so good to feel you…"

"Likewise…" Freddie groaned a bit, struggling with the tipping of pain and pleasure, but he ran his hands up and down her sides, urging her along for her pleasure as he strengthened and recovered. "Just ride slow… do whatever you need… I'm yours, Carly…"

"Uh huh…" Carly leaned forward and to her side, cupping under the blonde's left breast and started slicking up the splattered mess of his release and a mix of her light perspiration. She moaned as the salty-sweet flavor mixed with her natural taste each time she took a broad lick and closed her mouth to swallow. She licked up the front then around in a circle not to miss a drop while she gently rode her childhood friend, her inner muscles squeezing and massaging his shaft to keep him semi-hard and work him back to full strength. "You both… his and yours… you… us…"

"I gotcha, Carls…" Sam's face was flushed, the tip of her tongue hanging out past her pink lips and almost delirious with her release. Carly's tongue over her tingling breast just fueled the waning release, dragging it out more even as it leveled off. She moaned a bit, her body bowing her back and pushing her chest up to meet the brunette's eager mouth despite her need to rest. She attempted to let Carly know, but she felt a pair of strong arms tug on her then a pair of softer ones to pull her up. "Shitttt…"

The next thing the blonde bombshell realized, her bottom half was being pulled up onto Freddie's face. She instinctively settled her right leg on the side of his head and reached down to palm over his chest, sighing for breath and trying to keep herself steady as she just wanted to lie down. The thought was quickly brushed away as Carly grabbed one of her sticky breasts to massage it and help her stay up and she bucked a bit from feeling Freddie's tongue take a broad lick over her nether lips then sliding between them aside to push back into her honey pot. She moaned out in mild distress from the tongue swipe, fighting to keep her eyes opened, "MMmaagghhh… nnnuugggghh… Carly… Freed… dddiiee…"

"Oh Freddie… Freddie… b-be with me… _fuck_ me…" Carly leaned forward and braced her left on his chest just in front of the blonde's thighs for better leverage as she slowly cycled up faster and faster in riding him. Her cheeks became more flushed with pink hue and breath picked up, mixed with higher yet softer pitched squeals between the suckles of Sam's right breast as she rode him faster and faster. Her cute little ass started bouncing off his thighs with each gallop and his crown started bashing into her cervix. She pulled her mouth off the blonde's right breast then parted her lips again and latched onto the left breast, slurping and sucking up the still heavy coating of Freddie's seed on her mound of flesh for the taste and trying to stifle her moans and whimpers. "I don't… wanna… stop… c-can we… do this… every night?"

Even if she wasn't at the mindset to understand what Carly was saying, the blonde was in full agreement. Sam's eyes start rolling back into her head as her body already raced to another release with the attention on her chest and Freddie licking and thrusting like mad into her opening. Her body trembled as her muscles began to rapidly tighten and relax throughout her body, seemingly at random.

Carly wasn't in much better shape as she pulled her lips off of the softly bouncing breast, her cheeks flushed and huffed out as she desperately rode him, trying to match the intensity that she imagined Sam and Freddie shared when they went into their 'animal modes.' To make matters worse for her sanity… or better, depending on your outlook, she could feel him thickening and lengthening inside and stretching. "Uuaaahh… uuuaaahhh… hhhuuuaahh… mmmhhhuuuhh…"

She moved her hands off his chest and grabbed Sam's cheeks, tilted her head to the side and crashed her lips against the blonde's mouth. Her tongue plunged past her lips, sharing the taste of her sweaty flesh. The tangle of dark and light hair seemed to dance as they nearly devoured one another. Meanwhile, his hands gripped her soft ass, and used it for control in bouncing her up and down, getting faster and deeper.

The pair moaned and whimpered and growled into each other's mouths, each grounding on his mouth or his manhood, coming apart at the seams. The intensity lasted for trio for several more moments until the girls screamed into each other's mouths. Sam shuddered and grounded her flower onto his mouth, smearing a fresh wave of her juices over his lips and cheeks. He eagerly licked up the flow, swirling around and plunging the tongue back inside. Carly mewed and trembled as her muscles went haywire in an effort to release the pent up energy, her sleeve desperately gripping and milking his shaft for a release that they knew wasn't remotely ready yet.

"M-m-morrre…" Sam crawled around Freddie's left side, wiggling her ass a bit then turned around and stood on her knees. Carefully, she pulled Carly off and lay her against the pillows. She braced her knees on either side of his legs and shuffled up to straddle above his pelvis. She licked her lips as she recovered some of her breath, reached down between her legs to grip his slick shaft and gently picked up stroking Carly's release into it. "You have no idea… how much… I want to suck… her cum… off your cock…"

"Then what's… stopping you?" he raised his eyebrow, realizing that his attitude seemed to appear whenever Sam was involved. She brought this playful side out, and it just felt right with her. Every time. "You know I won't…"

"I want it soaked in us…" She gave Freddie a wink then slowly lowered herself until his spongy mushroom head pressed against her slick petals. She softly bit into her bottom lip and deeply sighed as she sighed out, mewing a bit as his crown pushed between her petals and popped back inside its 'rightful home', "Mmmaahhh… uuuuhhh…"

"Don't ever…" Freddie gave a slight grin as he moved deeper within her, "… make me choose… between you… both…"

"Of course not…" She playfully scratched her nails across his muscular chest as she started rotated her hips to ease him back inside, trying to relax her tight sleeve to reaccept him inside. Her sleeve instantly gripped him and started massaging around the powerful pole as she lowered her body, fighting to accept him while trying to milk him. Her face slightly grimaced in pleasure, huffing out a breath that pushed her perpetrated and remnant seed smeared covered chest out for a moment then relaxed as she worked herself about halfway down his shaft. "Besides… I don't think Sleepy there… could handle the disappointment…"

"Smartass…" Freddie reached up to grab her right hip and cup under her left breast to support her as she began lifting herself back up, gripping him tightly the entire time until just his crown remained inside her. Sam squeezed him a few times, her muscles gripping tight enough that he could have mistaken it for her mouth for a moment. Then, in one swift movement, he was inside, stretching her walls, piercing her cervix and once again, demanding her womb's entry. "Lucky… you're… cute…"

"Yeah, we are…" Carly dragged herself back over, partially resting her chest over Freddie's hip and lazily began to lick over where the pair met. She moaned as the tip of her tongue swiped over his coated, exposed shaft each time and swiping the swollen pink clit that begged for attention. "Mmmhmm…"

"UUunnnghhhhhughhh…"Sam's eyes began to roll back, feeling the intensity build and build, unable to hold it back with the exhaustion that was setting in with the effort of her lovemaking and the number of intense releases that had already consumed her. "Fffuckkk… that's good… so fucking good…"

"Keep it up Princess…" he whispered, reaching up to caress her cheek and make her look him in the eyes. Romance was always such a strange thing for them as their physical chemistry was through the roof but the day to day stuff… was a struggle. But when his hand embraced her skin, pulling her blonde hair aside, to truly share the moment, it hit both of them like a freight train of feelings. "Mmmhmm…"

Sam's eyes flashed with what felt like the start of an orgasm, but rather than pure white, it was the future. On a couch, just in a t-shirt of his, cuddling with him as their hands intertwined, rings glowing on each of their left fourth fingers. And her stomach didn't look like it was just full from food…

"Uh Uhhhhh!" Gasping for breath from her 'vision', Sam huffed for any and all oxygen to seep past her pink, plump lips and flushed cheeks, her chest rapidly rising and falling, feeling absolutely spent with release as her strength left her. She rolled off to her left and flapped down next to Freddie. Her head rolled to the right, looking at the wall through fluttering eyelids, fighting to stay awake. "Mama… Mama needs to shut her eyes for a second…"

"I can… take care of it…" Carly rested her left cheek on his left thigh, whimpering for breath as her body ached for him to embrace and ravage it; almost as much as her mind begged for such treatment. She wrapped her fingers around his slick shaft, covered with both her and Sam's juices, earned and soaked in the most delicious of flavors. "It's so hard… it wasn't… and now… god, my hands… I can't understand how… how you made my body… take this…"

"Unnghhh… it was… ungh god… a team effort…" he gave his classic smirk and if she wasn't already a puddle for him before, she most certainly was now. "Just… just keep going…"

"Mmmhmmm… yes, sir…" she started softly stroking it from base to under his glands. She slightly tilted it to point to her mouth and inhaled his crown. She suckled it with an obscene moaning and whimpering sounds as her hand sluggishly stroked the rest shaft. She popped her mouth off and tiredly licked the crown, continuing to huff for breath as she attempted to recover, then pushed him a bit deeper, her plump, glistening lips like a vacuum. "Mmmrrhhmmm…"

"Oh god…" he nearly cried out at the pressure, moving one hand to her head to massage it and keep her hair free, while the other reached under Sam to pull her closer to him. His forehead pressed against hers, fearing that if he looked directly into Carly's eyes now, he would pop so hard, the force might send him through the floor. His two first loves. In each hand. Head over heels for him. And each other. Six months ago, this would have been his fantasy and true heaven… but now there were other pieces, and without them, it felt like heaven… but not quite.

Suddenly, there was a hand on his cheek and lips embracing his own as Sam, slid truly against him kissing him with a fervor of need that didn't seem tied to lust, so much as it was love. Their hands entwined on the back of Carly's head as she sucked and stroked in her corkscrew pattern, needing him to cum for her.

Just _like_ heaven.

"Oh Carly… shittttt…" Freddie grimaced, reality catching all the way up, groaning softly as the pleasure was finally too much for him. His shaft twitched several times in Carly's soft grip before it flexed one last time and fired off a heavy wad of his white, globular seed that splattered onto her left cheek then a shorter rope of cum over her nose and lips. She parted her lips to hastily swallow his crown, mewing and moaning as she suckled his follow up shots to fill her mouth. She swallowed them, closing her eyes and moaning in delight at his taste and sheer 'dirtiness' of the act of sucking down his release straight from his cock, "Mmmaahhh… nnnnhhhgggmmm… mmmmaahhh…"

"Mmmhhmmm" Once he was done and she had finished swallowing his load, she popped her lips off of him and lazily swiped her tongue over his crown while huffing for breath. The warm puffs of tickled his crown, sending another pleasurable shiver down his shaft and into his balls. She whimpered around his mushroom head between licks and soft, lazy suckles from it to get every drop while he softly groaned into Sam's mouth, trying to find any sort of relief in the inviting lips, but only finding more ecstasy.

"Let me help…" Sam pulled herself over, aroused by Freddie's muffled cry of release, and leaned down to settle between his legs, showing her flower to him. She gripped his lower half and lazily stroked him along with Carly's upper stroking while her tongue lapped over his relaxing balls. She moaned each time she brought her tongue back inside her mouth to taste his musky, salty flavor then licked a few more times then gently started suckling on one of his balls.

"Come, baby…" Freddie softly groaned, slightly rolling his head from side to side, realizing that Carly's pretty pink pussy was glistening for him too. He positioned her like Sam, and managed to rub his hands up and down the back of their thighs and massage the pink and pinker ass cheeks as the girls tiredly and contently suckled, stroked and licked his crown, shaft and balls. "Let me… let me give you one more…"

His fingers found their way over the slick, smooth netherlips of each of them and after a few seconds of teasing, his middle and ring fingers pressed inward, driving in and out, trying to hit their most powerful buttons.

The blonde/brunette duo was so involved in trying to clean up his tasty, salty mess and his natural flavor of his skin and trading spittle with each other in their mutual afterglows over the next several minutes, they failed to notice he had stayed fairly hard until his hips bucked up slightly and fired off a weaker shot that covered Carly's left cheek and ear.

The girls shared giggles of surprise at his unexpected popping then Sam licked off the mix of gooey and watery seed off her cheek and ear. She moaned at the welcomed taste as she swirled it inside her mouth with her tongue then swallowed. She smacked her lips then wrapped her lips around his crown while Carly licked up the side of his weakening shaft.

"One more… as thank you…" he grunted, feeling the last of his strengths disappearing, but his fingers pressed on and thumbs, moved to their buttons, stroking and strumming the tiny nerve centers as the dream girls of his entire school career twitched and mewed out. It took almost a minute but soon, he got his wish, and they came all over his hands, never once stopping their oral activity for more than a couple seconds. He brought each finger to his mouth as he tried to find his air. "My… god… my goddesses…"

The three of them tiredly and lethargically traded kiss and licks between them with his tiring shaft and crown between their lips, and their swollen, aching holes in others' mouths and hands, over the next half hour as a form of cuddling between the trio. Eventually, threesome had to end, certainly not out of desire, but simply as Sam nodded off while her breasts were suckled and kneaded by each of her lovers, all three managed to pass out due to exhaustion.

* * *

 **And the long awaited 'Creddiam' scene has arrived and I hope it met your expectations. If not... well, maybe the next time will. Or the time after that. On the other hand, can you really be picky when it comes to smut focusing on shows that ended five years ago? Haha... but seriously, I really want to hear from you the readers if this is still going well and what your thoughts are moving forward. SVAD and I have this story plotted through parts 3 and 4, two connecting 'mini' stories, as well as plenty from the future of this 'universe' that we have built. And that's not counting all the side AU stories. But with so little reviews and comments, its kind of slowing us down 'drive' wise. I hate to be the guy to beg for more words from people when they were nice enough to read and some to comment already, but I'm needing a pick-me-up if possible. Thanks as always for reading and hopefully it won't take too long for the next chapter of Mirror, and then this story gets a time jump of a few weeks.**


	9. Chapter 9

**It's been far too long, I know, but at over 20k words here, I hope that SVAD and I will be making up for any kind of wait. I won't bore you with excuses and we can get right down to business. Enjoy.**

* * *

 **West Mansion**

 **6:50am**

The early morning sunlight shined through blinds of the bedroom, first warming Tori's bare skin of her arm and what little of her back was shown. Her lithe body writhed a little in the sheets, not really wanting to wake up, but one look at the flawless pale body pressed against her, and any negative feeling was out the window.

"Mmmhmmm…" Tori snuggled up a little more, nuzzling her nose and mouth against the soft curvature of Jade's pale, full fleshy orb. She placed a few soft kisses back and forth along the outside curvature, pulling a soft sigh past Jade's lips. She kissed around to the front until she found the raven haired teen's semistiff dark pink nub. She swirled her tongue around it several times, teasing it before she gently latched onto the peak and started suckling. "Mmm…mmm….mmm…mmm…"

"Vega…" Jade grumbled, eyes closed, doing her best not to give off the slightest sense of her real pleasure, fearing how Tori's ego would take it. "What do you think you're doing?"

"Mmmhmmmm… nothing…" Tori remarked casually, a wide grin practically painted on her face, as she waited for Jade to look down. "Just felt hungry… and you were here… and these are sooo good…"

"You know…" the Goth's lips started twisting to the slightest of smirks, "…orally assaulting a sleeping, and unassuming person isn't very good for that sparkly image of yours, Vega…"

"Didn't you hear, Jade?" the Latina giggled as she used a hand to knead the other breast, teasing the tip with her the pad of her thumb. "I'm a dirty little sex addict now…"

"Yeah… I think I heard that being screamed by someone last night… can't remotely recall who though…" Jade teased, flashing her full grin and finally locking eyes with her lover. There was something so gorgeous in those perfect brown eyes, full of playful joy, but the sorrow was hardly invisible either. "You know I wish you could-"

"No… don't do that…" Tori nuzzled her face against the side of the soft fleshy orb and whispered, "I want you to take a lot of pictures for me… especially at the dance. Make the one here seem like it was the most boring experience…"

"Can't lie… it will be hard to top watching you get wrecked in the school dressing room and hearing you scream how naughty you are from a car window, and the orgy downstairs… but ok…" Jade smirked, licking her lips and sighing out, "I will. I'll also make sure to get all the pictures you want and have a story to tell you when I get back… I do too you could come with me though… I'm sure Sam would like to see you… and we both know Freddie misses you like crazy."

"I miss him too…" Tori's smile started to fade for a moment, but Jade stroked her hair, never wanting to see sadness or pain in her eyes ever again. The torture she committed to the poor girl was enough of a weight on her conscience already. "I'm gonna miss you too…"

"It's just for a few days…" the pale beauty just sighed out, looking past her girlfriend's head to the two suitcases by the door. All packed up and ready to go see the greatest man she'd ever met, ready to feel his kiss, and yet… here she was, dreading what had to come next. "I wish we didn't have a test in Peabody or I could just skip… and make you a truant too…"

[Jade and Tori's hopes for the trip is Jade's reconnection with Freddie, Tori's concern about being left out yet knowing they need their alone time as much as she and Jade have. It's more that Tori is missing Freddie too then 'envious' of Jade getting to be with him.

"I'd do it… I'd go anywhere… do anything…" Tori softly whispered between suckles, "I so wish we could stay like this, especially since we're not really going to have any other time together other than lunch—"

"Or the janitor's closet…" Jade softly smiled, letting her eyelids lull for a bit as Tori latched her lips back around the nub, and whispered, "And that would simply be a quickie if we did what you had in mind…"

"Mmmmrhhmmmm…" Tori suckled, half groaning against the flesh tip. "And that wouldn't satisfy either of us… because as… 'hot' as that is, it's…"

"Just not the same… that's raw passion and last night… how we feel right now…" she whispered back, wrapping her arm tighter around Tori's torso to pull her a little harder against her side. "…this is more than just the raw, dirty, raunchy passion we share in the closet…"

"To be fair… last night was a lot of both…" The Latina smiled wide as she sent a few strong licks over the peak. "We were supposed to study, and I wanted to cuddle… and you… well, you wanted more…"

"Vega, you try being pressed against those tight fucking jeans of yours and not want to tear them off of you…" she began, seeing Tori pull her head back to reply, but a quick hand to the base of her scalp and pressing her face fully into the generous titflesh seemed to silence her concerns. "And yes, I could have stopped there… but then you smelled so damn good, and I had to shove my tongue in your pussy… then you made those noises and my heart ached when you came and the sounds ceased, so I had to make you feel that good again… and again… and again…"

"Mmrrmpphmmmssss… so what you're saying, Jade…" Tori whispered and whimpered as memories of mind-melting orgasms from 12 hours ago shook her very being, "… is that all that… is my fault?"

"See… you get it, Vega…" Jade teased, releasing his hand from Tori's hair, and the future songstress slithered up the pale body to face her former bully, planting kisses all the way up from the upper swell of her chest to her collarbone, then throat, then up her neck and her earlobe, and finally over to her lips. "You get me…"

"For now…" she fired back, nuzzling into the crook of the pale neck with a heavy sigh. "I won't get to feel this happy for days…"

"Veg…. Tori…"

"Can you at least call me?" the youngest Vega sister mewed, running her fingertips over the surprisingly vulnerable flesh of the hard boiled young woman she fell head over heels for. "Remind me that you're ok, and happy… and still in love with me…"

"Babe…" Jade wrapped her arms tighter around Tori and submitted a little of her power position, so that she could look her fair sex lover in the eyes when she spoke to her soul. "…I promise to call you before I get on the plane and when I set down, but… I'll call you as soon as I can after me and Freddie well… have our alone time…"

"So not for like three days then?" Tori tried to joke but it came across as far more jealous than humorous "I'm sorry… Does it sound like I'm bitter? I swear I'm not really upset about you and Freddie getting time for each other. It's just-"

"I think you're reacting better than I would…" Jade took a soft breath, hesitating for a moment as she thought over the situation she'd been avoiding for days now. "So no… I can't blame you for being jealous or bitter or whatever… and if Freddie hadn't spent all his cash and gotten this ticket before you came along, you'd be right there with me… and if I could, I would kidnap you, stuff you in a suitcase, and keep you in the overhead for the flight…"

"You know how I know I've lost my freakin' mind?" the tanned beauty laughed and pressed her lips to Jade's cheek as the formally pierced eyebrow raised slightly. "Because I can hear you say that violent, illegal act… and I swoon."

"No wonder you got so wet when I said I was going to murder your pretty little pussy last night…" Jade finally gave a real laugh, seeing Tori break into a fit of giggles as well, and used the opportunity to roll over on top of the thinner girl, planting her hands on the pillow on each side of the barely messy, silky brown locks, eyes making love to the others.

They didn't have to talk anymore. Didn't have to say they were sorry or were sad or even that they loved each other. Their bodies could say all that and more under the persisting sunlight peeking through the blinds they didn't have to close.

They did, however, have to miss half of their first class of the day.

* * *

 **Ridgeway High School**

 **7:50am**

The morning was as typical as any other morning since her return from Italy, as Carly and Freddie entered the school. They walked side by side as they had always done since the show began as if it was just another day at Ridgeway, just missing their more boisterous third, but just under the surface, things were very different.

As they walked to Carly's locker, they would get the stray, lingering glance from other students walking past them. A girl here, a girl there, even some guys… they would whisper to their walking companion while eyeing the pair then go about their business.

It had been a few days already, and while it truly may have been just the newness of Carly returning and falling into an old routine with Freddie minus Sam that garnered such attention, both felt like it was more than that. Similar to the days of rabid 'shipping' when any little thing would get people starting to assume something, or perhaps there was some knowledge that they had been officially together for a while after she left. And now that she had returned, rumors had become circulating, and the common assumption was that they had gotten back together.

"So, this is… weird, right?" Whatever the case may have been, Freddie certainly felt the change in the atmosphere. He forced a nervous smile, feeling a bit of embarrassment or worst, guilt as he stood next to Carly as she put up her book bag and grabbed her books for her first class. "I feel like all eyes are on us now."

"That's how I felt since I came back here…" Carly let a soft, lingering smile form on her face as she attempted to remain casual at seeing students walk past them. She could tell for just a glance in their eyes or the not so obvious whispers among a few that she or more accurately she and Freddie were the topic of conversation. They were clearly interested in the possibility that she and Freddie were back together and not just in some unconfirmed long distance relationship. If she was honest with herself, if the price of the new relationship with her former cameraman was that she earned some stares and whispers, she wasn't too troubled by the attention. "I just try and ignore and focus more on what's right in front of me…"

"Not a bad idea…" he smirked, wishing that he could publically kiss her without everything feeling like it might explode if they expressed any attention under such watchful gazes. Her plump pink lips seemed so inviting that he moved a little closer, wondering if a whisper could scratch the itch enough until they had a real moment together. "Carly, I-"

"Hang on… we don't want to be late and we still need to move through the crowd to your locker." The brunette grabbed the last of her books then they started on their way to his locker, but a short teenager with long, straight brunette hair holding a clipboard walked up behind her. "It's selfish but I miss how Sam could clear-"

"Carly."

"Oh…" Carly warmly greeted her, "Hey Eva."

"Not sure if you heard…" The fellow student returned the smile and answered, "… but I'm part of the prom planning committee and we were wondering if you and Freddie were going to put your names in for the running for Prom King and Queen?"

"That's very kind…" Freddie tightened his smile as he answered, politely, "… but we're not together… not-"

"Oh... ah… sorry about that…" Eva knotted her brow and gave the handsome teen a curious if not perplexed expression and answered, "We all… well, it's just that we thought… never mind. Well, even if you're not together, you can still enter it. After all, the king and queen are voted on separately."

"Well…" Carly turned her gaze to him, giving him a questioning, almost hopeful glance. "I'd hate to turn my nose up at getting Prom Queen…"

"Of course…" Freddie quickly added with a nervous laugh, "… don't let me stop you from registering. You already know I think you'd make a fantastic Prom Queen."

"I mean…" The brunette turned a beaming smile to him then took the clipboard to write her name on it to throw her name into the running. She handed it back off to Eva and the student offered it Freddie. "I missed most of the school year here, what are the odds they'd even pick me anyway?"

"You never know…" Eva responded to Carly but her eyes were on Freddie, and gave him a teasing smile and asked, "Are you sure you don't want to put your name in the running?"

"That's not really for me…" Freddie took a breath and passed a glance over to Carly, giving her a look to ask her thoughts on the matter. One passing look to her eyes told him what her wishes were on the matter, somewhat of a 'Please, for me?' look that used to make him do anything. He sighed then took the clipboard from Eva and a pen. He wrote his name down for the king category and dryly remarked, "Fine… Why not?"

He finished signing his name then handed the pen and clipboard back to her.

"Great…" Eva gave the pair a playful smirk as she commented, "Thanks… I'll certainly be voting for Creddie."

The vocal support made Carly bashfully smile while making Freddie clearly uncomfortable with a tightening smile.

"And so the fan war flashbacks begin again…" Freddie sighed, then passed another look to Carly. "Walk you to your class?"

"Thanks." The pair set off to her first period, passing by more students trying to make it on class on time, each seeing more giving the faux couple lingering glances. Also on the way, Carly for the first time really noticed a few posters for girls and couples campaigning to be prom king and queen. She asked without giving it a second thought, "I know I could twit-flash it and use the site and I know you're busy with work after school and everything, but do you think you could find some time to help me make a few posters for prom queen? If I'm going to run for it, I might as well do it up the right way, right?"

"I get that…" Freddie didn't need to think about as he instantly answered, "I'll try to work in the time I have. I assume Sam can help too."

Carly's smile beamed from his answer, already imagining winning it with him even if she normally wouldn't have that kind of desire for such public acknowledgement. She threw her arms around him to pull him into a tight, warm embrace, one which he didn't hesitate to return by wrapping his arms around her to return it.

It was so strange to have moments like this with Carly. Her warm body, sweet scent of perfume and fruity body wash, and the feel of her heartbeat against his- it was all like poetry. Years were spent dreaming over holding her close like this, but in this atmosphere, with all the gossip, and knowing that Jade would be his date to the dance, he felt like the hug lasted a moment too long, even if his heart that it lasted a lifetime too short.

The sight caught the attention of the few students still making their way down each way of the hallway, causing them to start whispering to themselves.

"Wow… yeah…" Carly pulled away, feeling exactly like Freddie did, save for a couple details, and then replied, "Thanks... for… you know… any help and everything… I really appreciate it."

"Hey, if I can make that night even more special for you, you know I'm going to help."

"I believe that…" The former web star gave him a slight nod and replied with a somewhat bashful tone, suddenly realizing the most-certainly-meant sensual undertones and course corrected, "Going with you… and Sam and Jade will make it special."

"I appreciate that sentiment," he returned in a soft voice and charming smile.

The pair just exchanged glances for a few more moments then Freddie was the first to nudge them along so they wouldn't be late to class. Carly wrapped her right arm around his left one and rested her cheek on his shoulder for a moment and whispered, "Thanks."

"Anytime, ba-" He began but simply sighed with a smile, appreciating the physical comfort, but couldn't help feeling the nagging tugging on his heart with the supportive glances he got from his fellow students as they walked to class. "Talk later…"

* * *

 **Shay Apartment**

 **11:25am**

After actually spending a few hours working on her online schooling in Carly's room—finding Carly's desk a surprisingly productive place to work—Sam decided she needed a break. She sat back in the comfy swivel seat, propping her bare feet up at the corner of the desk and started tapping the Pearphone screen with her thumbs. She muttered out loud what she was typing, "Hey Nub, just wanted to check on you and Carls… and let you know… I have a… little… surprise for you… tonight since your mom… will be out… mmm… so I want you… to save up your stamina… I can't hang with you and Carly this afternoon, but… I promise you it'll be worth it… it is something big, but to tide you over until then…"

She finished composing her message then sent it off. She reached for the hem of her tank top with her left hand and lifted up, pulling the material up her chest and momentarily lifting her 'girls' until the material finished sliding up her skin and freeing her heavy, rounded C, almost D-cups. They gently bounced for a few moments until they settled onto her chest. She turned the phone the long way and took a picture of just her chest, making sure there wasn't any way to really confirm it was her on the off chance that somehow the picture got out into the world.

"Mmmhmm… betcha anything he's gonna need a 'bathroom break' after this…" Sam snapped the picture then turned her phone upright then attached the picture to a follow up message, smirking, quite pleased with herself in toying with him. She did feel another odd sensation with teasing him in such a way, knowing it wasn't going to be her that he would be seeing, but it wasn't jealousy she had towards Jade being the one that would be Freddie's surprise. Ok, maybe a little. But for the most part she felt… pleased, happy even, that not only Freddie would be happy tonight, but Jade. She clearly still had to work out her feelings for the raven haired goth, but in the meantime, she could at least be productive and make them proud of her. And a happy couple, or really just this one, would be one that wanted to share that happiness and nothing made her happier than having Freddie. "And he is going to blow up when he sees what's waiting for him…"

She pulled her shirt back down and put the phone down next to the computer. She went back to reading another passage for history class, relaxing back in her chair, slothfully moving her right hand over her stomach and down under the elastic waistband of the boxers… might as well make reading a little more interesting, she thought.

* * *

 **Carly's room**

 **4:00pm**

"I can't tell you how sorry I am for… ignoring your feelings for so long…"

The day couldn't have ended fast enough for the former couple for very different reasons. Well, they did agree on one, such as what they were doing now on Carly's bed with them snuggled up together. With Spencer downstairs, clothes stayed on, but hands roamed where they wanted as they made themselves comfortable. She wanted this, just the closeness and perhaps something a little less wholesome, but at the moment she could settle for snuggling up more against his muscular frame and tucking her crown underneath his chin.

"You don't need to-"

"I do…" she whispered, turning her face upward to kiss his jawline softly. "You were everything I wanted and I just… I just was so stupid."

"Now, we both know that's not true…" Freddie certainly enjoyed the closeness to his first love, there was no doubt about it, but he appreciated finally getting away from the glances and whispers at school. Sure, he loved having this closeness with Carly, but the whispers and the stray comments that 'Creddie' was back together made him uneasy. "I was probably too aggressive about my feelings and you just weren't there. It's really ok… I promise…"

Just a few years ago he would have loved such a situation, being openly proud in being with Carly, but this situation tasted sour. He had Jade, he was devoted to Jade and worst of all, some of the same people making their remarks knew he was with Jade. He knew it would be only a matter of time until such an idea picked back up online then… then he worried how this would affect Jade if she started seeing such thing or worse, people started harassing her on her Slap page.

However, it wasn't anything he could do about it at the moment other than enjoy Carly's presence snuggling up to him and sharing the occasional innocent kiss and snuggle.

"We could have been doing this… and more…" the pale girl sighed and pressed herself deeper into his embrace. "I was scared that if I fell for you and we… well, if we had split… I just don't know what I would have done. You were my best guy friend…"

"Were?" he shifted to look into her gorgeous eyes and kissed her forehead. "And what are we now?"

"Well, I guess-" The soft vibration of Carly's phone on the nightstand drew the pair's attention, causing Carly to regretfully pull somewhat away from him. She reached over for her phone, grabbing it then passing a glance over the received message. "Jeez…"

-Carls keep our man bizzy for a wile. Suprize incumming

"You… ok?" Freddie sat up, looking a little concerned as Carly read over the message several times. "What's up?"

"Oh… ah… it's just Sam…" The brunette softly bit into her bottom lip for a moment then gave him a playful smile, attempting come off casual in answering him, "She… well, it's just something between the two of us…"

"Sounds like a juicy secret to me…" Freddie smirked, pausing only for a moment until he playfully ticked her sides. "I thought we weren't supposed to keep secrets from each other? I remember how mad you got last time Sam and I kept something from you."

"Hey, that was a huge secret!"

"Your words, not mine…" he grinned as his hands moved up her sides and under her arms to where she was at the most vulnerable.

"Hahahaheeee Stopstopstop… Mercyyyyy!" Carly started giggling from the playful, yet unsurprisingly expert, 'fingering' of her body, which caused her to pull tighter against him. While being super ticklish was certainly an issue at times, any opportunity for him to touch her and make her feel that connection was a win in her book. "Okay, okay… but I promise… this secret doesn't count."

"Oh yeah? Why not?" Freddie stopped his tickling and just playful held her, wearing a smirk and letting his fingers tease that a wrong answer could put her at his mercy once more, "Enlighten me, Miss Shay, as to why it doesn't count…"

"Well… ummm…" The brunette had to take a few more calming breaths, her face lit up with her playful, innocent smile. "It's a rule- girls are allowed to keep some secrets to themselves."

"Now I don't know how to feel about this… whole new kind of sexism…" He kept a teasing tone, trying to keep the mood light and fun as he kissed her nose, "It seems like pretty big double standard to me…"

"Perhaps, but I can guarantee that you won't mind this secret with Sam," she returned with just a playful smile, giving his bottom lip a peck. "Just be patient…"

"I waited a long time to make you mine… I'm pretty sure I used up all my patience…" He dipped his chin down and nuzzled the side of her neck, letting his soft and warm breath tickle the side of her neck, gentle kisses sending shivers up her arm, and heat straight to her core. "You think I won't mind, huh? Now you've gotten my curiosity all riled up... I really must know this secret…"

"You do, you really really really do? Well…" she teased more, sighing out a bit from his teasing of his neck. Her hand ran up and down her chest a few times then whispered, "… you'll just have to wait a little bit longer..."

"I will? You're killin' me, Carls…" he feigned annoyance, and let his hands move under her arms, but she rolled away. "How long?"

"Soon, very soon, but in the meantime…" the pale girl rolled right back over and on top of him, sitting comfortable on his stomach as any lower and the feel of something might have caused the kinds of things that Spencer would definitely hear, and possibly kill them both. She took his hands in hers and pinned them against her headboard, "…you'll just have to settle for me,"

He laughed, seeing her take a mental victory lap at pinning him, his grin staying as her ivory skin glowed pink against the side of her neck, "Carly, there is no such thing as 'settling' for you…" He tilted his chin up slightly and she leaned down, allowing him to playfully kiss her pulse point, drawing a sigh past her lips.

"Mmmhmmm…" Carly pulled him tighter or more accurately, pulled herself tighter to his body, something he was more than willing to do in protectively holding her and teasingly kissing the side of her neck. "You… you shouldn't be able to do this…"

"Watch me…" he whispered, moving a wrist from her loosened grip and slid it under her shirt. "Or better yet… don't… it'll be a lot more fun."

"I hate… how much I want to…but we can't…" she moved his hand away from the shirt to his chagrin, but another roll over and they were side by side once more. "Have to keep it PG…"

"Have it your way," Freddie teased and pulled her in for a gentle, yet long, kiss, suckling her pouty lips as they made out and resisted every carnal urge that tried to take hold. He snuggled up to her and she did the same to him over the next few minutes, playfully kissing and holding each other, and within a few minutes, the secret issue was apparently forgotten…

* * *

 **Benson Apartment**

 **8:00pm**

Freddie took a few calming breaths as he reluctantly, and simultaneously, eagerly walked out of the Shay apartment as he was pulling away from one quite exceptional girl, and heading into a carefully arranged surprise from Sam. He thought on it being the obvious of some memorable shared encounter between him and the blonde, similar to the Supergirl shocker that made for one of the greatest nights of their lives, but, if it was something like that… he did wonder why she hadn't included Carly along. Sure, he thought to himself, the obvious answer was that the girls realized the importance of the need to connect one on one among them as he unlocked his apartment door then shut it behind him. He locked it back and activated the alarm system just on the safe side as he didn't want to be surprised by his mother regardless of what Sam had up her sleeve.

The former tech producer walked to his room, calming his nerves as he felt the same mild sensation he did on Christmas morning before going to see what was under the tree. He noticed the light to his room already on with the door cracked with Sam, no doubt waiting for him. Heart beating fast, Freddie, calmly as he could, pressed his hand on the door and opened it, and instantly froze in his tracks- causing his jaw to slack a little and his eyes go wide.

"You ok there, babe?" Lying on his bed was his true love, propped up a little with a pillow behind her back and wearing a matching light purple bra and panty set that contrasted against her ivory skin. She gave him a soft, alluring smile with a pierced cocked eyebrow. "You look like you've seen a ghost…"

He just stood there for several moments gazing at her, drinking in her beauty with his eyes and just wondering if he was imagining what he was seeing. He certainly wasn't expecting this surprise and his brain didn't know how to process this image.

"Jade?"

"Last I checked, yeah…" her grin grew wider as she playfully ran her fingertip along the edge of the bra. "Though this color might be a little too… 'Vega' for me, so I can understand a little confusion…"

"I-I… I wasn't expecting you for another day…" he uttered, nearly stumbling over his words as his mind was still trying to comprehend the image in front of him.

"Are you not happy to see me?" Jade feigned a sorrowful look and poked her bottom lip out. "Can't say I saw that coming…"

"No… No… I'm so happy to see you. Just surprised and you look… like nothing I've ever seen before…" Freddie cautiously, carefully walked towards his bed, wondering if he was just dreaming or maybe seeing a mirage. He put one foot in front of the other, slowly, very slowly as he didn't want to break the image. "I am in awe of you… which isn't new… but this… now… seeing you… I think you broke me…"

"Not all of you, I hope…" Jade sat up in bed, sweetly smiled to him then reached out with her left hand towards one of his hands. "Come here… let's see if I was worth the wait…"

"I already know the answer to that one…." Freddie reached out to meet her hand then felt the soft, warm, solid feel of her hand to prove that it was real. He instantly entwined his fingers with her fingers so their palms met. They squeezed each other's hands in a comforting manner, sharing a sweet smile. "I never believed in love in first sight before I met you. And even then… compared to what you look like now… It's just perfect."

"I accept your apology…" The raven haired teen licked her lips and softly started to explain the question she knew was on his mind as she first felt a soft kiss on her hand, "You're wondering how I could be here… well…"

"If it's ok…" Freddie took another step closer to the bed, his lips headed straight for her own, "… I think we can hold off on the explanations for now. I need you…"

"Then… take me…"

Freddie finished sliding onto the bed, kneeling beside her and released her hand. He moved his hands up to cup her cheeks as he placed another kiss on her lips then another, then another, each one becoming a little deeper and intense. His hands moved down her cheeks to her neck then over her collarbone, happy to rediscover every square inch of her flawless form. His strong fingers brushed over the sides of her lingerie covered breasts to run his palms over her sides with the occasional gripping of her frame.

"God… Jade… my goddess…" he groaned, breathing in deeply to take in her scent and needing air from the continuous kissing. "Your body… is so fucking perfect."

"It's all yours, baby…" Jade eagerly kissed him back, her head tilted back and forth as they exchanged their affection and primal hunger for one another. Her hands brushed down his muscular chest then down to his abs, then softer sides then back up to his chest. She moaned into his mouth as his kisses deepened further, their tongues peaking out past their lips to tease one another. "Fuck… you feel even more jacked than usual…"

"Carrying boxes all day has its perks…" he smirked, leaning in and catching her bottom lip between his teeth for a moment, before releasing it and watching her lick her lips in total excitement, like a starved animal.

As they exchanged their kisses, each believed the other tasted sweeter, more intense, simply better than they could have remembered. There was the briefest of thoughts shared between them that it was simply the separation that created these feelings, and while that may have been part of it, they were eager to believe it was just 'being them' that made it so good.

"Words cannot… describe… how much… I missed you…" Freddie's kisses eventually moved from her lips and chin down her left jaw line, peppering it between pauses to simply suckle on it to taste her skin until he reached under her left ear. He pampered the spot with kisses and occasional licks of the tip of his tongue under her earlobe. "I dreamed of touching and tasting you every night… from the innocent cuddle… to the millions of ways I wanted to fuck your beautiful brains out…"

"Mmmhmmm…" Jade's hands palmed and slide down his sides, feeling his muscular frame on the way down until they reached the hem of his shirt. She tightened her fingers around it then started pulling his shirt up his body. "Same here… but not nearly as much cuddling probably…"

"My naughty, dark lover… but don't sell… mmm… yourself short…" Freddie's hands made their way to her back, his fingertips trailing over her smooth, bare pale skin until they reached the back fastening of her bra. He didn't want to seem too eager and ruin the concept of foreplay, but he was hungry, and that purple bra was keeping him from his desire. In seconds, the clasp was finished and it hung loose upon her arms. The reveal was now in Jade's hands, if she so desired. His lips teased along her jugular as he whispered, "May I… worship you?"

"I love the fact," she grinned, looking down at him as she shifted her arms to release the garment, "that I have a boyfriend who doesn't just ask me to show him my tits…"

"I guess I can't blame other guys going wild for your body, but for me…" he planted kisses along her throat, one hand in her hair and the other pressed against her side, simultaneously sending messages of ownership, and total devotion to the goth, "… I believe in giving my goddess the respect and admiration she deserves. Besides… you should already know… seeing them could never be enough for me…"

"And if I only wanted you to see them?" Jade teased, sliding the cups down just far enough to see a hint of a nipple. "What if I said… 'Look, but no touch.'"

"I would never disobey the needs of the love of my life, Jade… you know that…" His lips trailed down the left side of her neck, making their way across her left collarbone then zigzagged over her upper chest towards her right side then to the soft swell of her left breast, suddenly gripping tighter as she gasped with a wide grin. "However… I've gotten to know you too well… and telling me such a thing… would only happen… if you wanted me… to _break_ your rules… to _take_ what I want… which we both know is what you really wanted all along."

"Smart man…" she teased, pulling the purple bra completely off and revealing herself to her lover. Freddie had never seen such beauty and magnificence in a single body. It was more perfect than perfect, looking even fuller up top with hardened pink peaks that actually caused him to salivate.

Freddie dipped his head down and eagerly started kissing over the top swell of the flesh with the occasional flick of his tongue to taste her vanilla skin. He parted his mouth wider to take deeper kisses and suckles on the flesh, beginning to devour the soft, heavy orb. He groaned into the kisses, partially losing himself in the act of starting to consume her flesh. His lips moved further down her right breast as he 'feasted', leaving a trail of sloppy kisses and suckles until he finally reached over her right nipple and practically devoured it with parting his lips wide around her areola and suckled hard. He added a flick of the tip of his tongue over her hardening bud a few times before closing his lips more to focus solely on suckling from the rigid pink pebble.

"Aaaaaugggghhh!" Jade cried out, tossing her head back from the pleasure that coursed from her breast through the rest of her body, almost overwhelming her with his sheer intensity and need to pleasure her mound of flesh for her benefit yet take delight from it. Her arms tightened around his muscular body, not wanting to let him go, moaning out and keeping her eyes closed, lost a little in the sensation as well. "I'm starting to think you really did miss me…"

"You have no idea…" He popped his lips off her flesh and started whispering between kisses across it. "But I'm going to show you… make you feel how bad I needed you… still need you… with my every living breath…"

"Jesus… fuck…" she groaned as a shiver shot down her spine and her body felt cold and he was the only source of heat in the world. "D-Don't stop…"

"Couldn't… even if I wanted to…" He moved his mouth to the left breast, shifting his body just a little as he maintained his hold to the back of her head and right side. He kissed across the cleavage then up the inner curvature to the top of it, throwing a few swipes of his tongue over the swell then back down the outer curvature of her breasts. He felt her squirming and the soft moans and giggles—the giggles she supposedly hated—escaping her lips were music to his ears as it showed the sheer innocence and affection between them despite the raw carnal act they were sharing. "I still… can't believe… you're… with me… and in my bed…"

"You could have me anywhere, baby…" Jade whispered back, running her nails up and down his back. "I mean… the bed's the softest, but… the wall… the floor… the chair… all great places for you to fuck me…"

"Maybe… but for now… I need to take my time… and savor this…" His mouth eventually circled back up with the kissing and soft suckles until his mouth found her right nipple and latched onto it. He sucked it softer than he did on the left one, taking his time and being gentler to try to cool things down despite his animalistic desire clawing at his mind to be let out; almost as much as his nearly painfully hard erection in his jeans. He softly groaned with the soft suckles to the hardened pink nub, drawing out softer, slower moans and whimpers from the dark haired musician. A quick blast of cool breath against the hardened nub made her mew out before it was enveloped once again in his hot mouth. He felt her left hand palm the back of his head, playfully scratching his scalp and encouraging his suckling. "Mmmmpphhmmmmmupp!"

As the former tech producer moved back and forth over her 'girls' as he worshipped, they settled in a soft 'cuddling' for a few moments before Freddie reluctantly relaxed his lips around the nub.

"I will never… stop hungering for your body…" He flicked the tip of his tongue over the tip of the hardened pink pebble a few times, leaving a little trail of saliva before sitting up and looking down at his love. He gave her a soft smile, one that was infectious to her, sharing the sweet smile that conveyed such playfulness and genuine affection between them even in the throws of what was going to be something far more passionate. "I can never get enough… but I want to taste your soul…"

"You sure I still have one?" she batted her eyes with a sneaking grin. "Maybe I sold it to get you…"

"Cute…" He gently laid her back down onto the bed then reached behind her head to prop up the large pillow to support her head, neck and shoulder blades. He placed a few more kisses on her forehead and cheek before he started sliding down her body, trailing zigzag kisses down her upper chest then pausing to place a few more over the soft swell of her right breast and flicking his tongue over the nipple. "But I've seen it… I've felt it… from the first time… you showed me what it looked like… and… I've been in awe of it… ever since…"

"Stop… you're gonna make me blush…" He drew a soft moan and giggle past her lips with the teasing. "Not a good look for me…"

"Oh, I beg to differ…" he smirked before suckling on her peak once more. Soon (too soon, of course, in his mind), he felt her fingertips playfully scratch his scalp as he enjoyed the nub for a few more moments. Freddie regretfully pulled his lips away from tasting the hardened pebble and kissed down the underside of her breast. He finished trailing off the mound of flesh and partially sat up. He ran his palms down the side of her body until he reached her hips. "I need you to see… need you to know… that your beauty… only increases… when you bear your soul…"

"Guess we shall see…" Jade taunted, trying to be playful just so she didn't melt into an emotional mess at her sweet, not-remotely-deserved boyfriend, nor did she explode with anticipation for what he was going to do next, "… just how my… hypothetical soul… looks…"

"I'm gonna show you…" They shared another smile as he kneeled between her legs, letting his hands slide down then up her thighs a few times, accompanied by several kisses. A wicked grin crossed his lips as she looked down, shivering as she pondered not IF it would be good, but HOW good it was going to be. "I'm going to rip that gorgeous soul out of you… leave you without any doubts, then push it right back inside. Sound good?"

"The best…" she sighed, biting her bottom lip as her heart began beating so fast she feared it could burst right then.

"I love you so much…"His hands moved back up to her hips then hooked his fingers over the waistband of the panties then slowly, delicately pulled the undergarment down. He smiled to her, a playful little grin on his face, but as much as there was hunger in his eyes for her, there was still the genuine desire for _her_ and not just the carnal act they were about to share. "I love how you look, petals shimmering and damp with desire, the smell of arousal overtaking my senses… making me want to just tear these to shreds and devour you like a starved animal… but the taste… oh Jade… my goddess… the taste is what I miss the most about your perfect pussy…"

"Unnnnghhh… God… you… I…" She shared the smile, despite being flustered and flattered all at once, softly biting her bottom lip as the material was pulled down her crotch and upper thighs, slowly revealing her very neatly, very short triangular patch of hair pointed towards her center. "You don't… it's not… I'm not…"

"Shhhhhhhh…" Freddie continued to slowly pull the undergarment down, starting to lift and close her legs to pull them up the fine stems. He kissed the right side of her right shin as the material passed her ankles then up her shins then to her ankles. He kissed her ankles a few times, alternating between the right and left one before finally pulling the purple garment off and tossing it somewhere on the bed. "It is… and you are…"

He placed a few more kisses on the right side of her right leg before parting them and resting them on either side of his kneeling legs. He rubbed his palms up and down the outer side of her thighs and looked to her eyes, sharing a delightful smile between them. His eyes traveled down her neck to her upper chest then to the swell of her full, heavy breasts that were slightly heaving up and down with each breath she took. His eyes moved further down to her smooth, blemish free pale skin of her stomach with the soft indentation of her bellybutton. She was everything he had ever dreamed of and still a hundred times better.

The brown eyed teen grinned as he slid back a bit on his knees and leaned down to bring his face to her sweet fruit. He licked his lips and locked his eyes to hers, having to look down her valley, something he wasn't complaining about, and then took a slow, broad lick from the bottom of her slit up to her love button.

"Oh godddddddd…" Jade closed her eyes, softly bit into her bottom lip, let out the softest moan and shivered from the contact she had missed for so very long. Tori was incredible at the cunnilingus, for sure, but Freddie always had this inimitable 'hunger' when he would go down. She shivered again as he took another slow, lazy lick up her slit then a pair of soft licks up one petal then the other, clearly wanting to slowly work her up and coat her center with saliva despite each wanting to just go at each other with raw passion. "D-don't… don't just tease me… I… I need it…"

"Mmhmmmm…" his eyes remained locked on hers and he moaned against her slick flesh, full of defiance, and clearly fighting to control his baser urges.

"Of fuccckkk…" After a dozen or so licks to her center that were slowly building up with speed and pressure that got her to start to dampen with her sweet and tangy nectar, Jade pushed up on her elbows to sit up a little bit and reached out to cradle the back of his head with her left hand, her face slightly grimacing in pleasure and crying out with a slightly high pitched voice as the first real powerful surge of pleasure from his tongue coursed through her body, "AAawwwwaaahh! Uuuaaaahhh! Mmmmnnnaaauuugghh…"

After the surge passed through her, her breathing calmed just a hair, just enough for her to focus on palming and squeezing her right breast to follow up the sensation. Her hand began to knead the fleshy orb in her grip, making her tingle up top while his tongue eagerly lapped in broad strokes over her center from one petal to the other then back again, making his way deeper into her slit.

Freddie's tongue swirled and lapped at her outer petals several times, teasing her a bit before the tip of his tongue lapped upward, slowly moving toward spelling out 'I love you, Jade West' with his tongue. His left hand slid up the outer side of her right thigh, up her side then reached up to the breast she was aggressively massaging. His hand palmed over her hand, partially pulling it off the heavy flesh to lace their fingers together and press their palms against one another. They squeezed their fingers together and over the back of each other's hands at practically the same time, emotionally reconnecting them.

"I… I'm close…"

"Mmhhmmmmhmmm…" Freddie continued to lick, rapidly flicking his pink muscle up and down her cleave as a fresh coat of her sweat and tangy nectar fell on his tongue. His kept his right hand pressed onto her smooth abdomen to try to keep her down and his left hand curled his fingers tighter over the back of her hands as their fingers remained intertwined. He took a few more deep licks then backed off a little bit to lap at the left petal then the right one as his right hand moved off her body to behind his head to find her other hand. He gently grasped it and pulled it off his head, interlacing his fingers with her fingers and pushing the hand up to join beside her other hand as he moved towards a finish.

He focused his lapping at her slit, going from the bottom edge, teasing the ring of her anus, then up to her love button and swirling the tip around it while his forearms shifted to press against the inside of her thighs to keep them spread. In the move, he pulled her shoulders and head up, and her hands down to rest her wrists on her smooth stomach, fingers pointed upward with their palms pressed together and fingertips teasing the back of each other's hands. This also caused her biceps to press against the outer curvature of her heavy fleshy orbs, pushing them out more and making it more obvious how gifted she truly was, and of their no-longer-slight jiggling from the tension traveling through her body from the continuing build up of her pleasure.

Mrrmmmpphmmm…" Freddie continued to lick and lap the outer folds then moved back to the center to push his tongue between them to take deeper and faster licks, and in a matter of moments, she began contracting and shivering as her release rocketed off the tracks.

"Aaaarraaaggghhh!" she let out another scream as she was hit with another wave of pleasure, emanating from her core and swept through her body to her brain, threatening to overload it and then it went deeper, with a lightning strike to her soul. She shook with her brain sending random signals to her muscles, causing them to rapidly tighten and relax, to shiver and shake, remaining in his total control, offering as much safety as torture, as he moved his attention to her clit. "F-F-Frrrrrrreunnnghhh…"

Words failing her, Jade just rolled her head back and forth, her eyelids fluttering, huffing for breath that pushed her chest up and down. Her limbs, smooth abdomen, and breasts trembled in aftershocks with her nerve endings dancing and making her skin tingle, 'forced' to continue her journey into ecstasy until Freddie allowed her respite. She continued to huff, lost in the euphoria of the experience, wrapped up in a warm cocoon of pleasure.

"Nnnnyuhnn… P-p-p-please… please… Freddie… I… I'm… I can't handle… another one… not… not like that again… I'll… die… Soooo FUCKING GOOOOD… I… I… j-j-just not right… aaahhh… now… please… let me… let me taste… taste you… please, baby please… I need you…," she uttered through bated breath as her body betrayed her wishes and started already working toward its next release as he continued lapping, only slowing down slightly to let her gather her thoughts first. "Shhitttt… let me suck it… let me suck your cock… stroke it… I… I unnghh… I will use my tits, baby… I want you to use my body… j-just don't… I… I can't... I can't…"

"Mmmhmmm… I meant that I never get enough of you…" Freddie reluctantly pulled his mouth off her dripping flower, taking a few more swipes to clean her, torn only because he wanted to give her all the pleasure and connection that she deserved yet wanting not to deny her desire to show him the same pleasure and connection. "But… you made some good arguments…"

"Uh huh…" Jade sighed as her body began to calm down. There was still an itch that needed scratching since he got her a little too close, but she knew that he would more than take care of that soon enough. "Might… uh… need a sec though, babe…"

"Take your time…" He sat up and licked his lips clean, letting his hands rub up and down her inner thighs to help calm her down as she had experienced two considerable, if not explosive releases. He looked down at her, just gazing at her lovely, bare form from her love-flushed face down to her smooth neck then to her soft, full, and heaving breasts to her smooth stomach with the cute little indentation of her bellybutton. "I could watch this… watch you… all night…"

"Nothing creepy about that…" Jade mildly chuckled as she took a few more moments to collect herself, still well into her afterglow and a part of her wished she could just stay this way and go to sleep she felt so at peace both physically and emotionally. However, she rallied herself, seeing the man she loved with all of her heart just sweetly looking down upon her. "View from my side isn't too bad either…"

"I love you…" Freddie's hand palmed over her smooth, pale stomach then trailed down between her legs to palm over her still damp flower. His fingers gently started brushing over her petals, working both with his fingertips of his pointer and ring finger then gently pushed in with his middle finger. He carefully slid the digit in and out, coated with her juices to make it easier to pump her delicate sleeve. "Let me take you back to heaven…"

"Freddie… unngghhh…" Jade moved her other hand to grab his wrist to gently pull his fingers away. She regretted having to do it just from the pleasure he was giving her, but denying his desire to give her pleasure. It almost ached in her soul with knowing how much he cared for her, wanting to her be happy and loved and taken care of. "It feels too good… I'm serious, baby… you could seriously kill me…"

"Ok…" he smiled, pulling her close for a kiss. "But I'm far from done…"

"And I'm just getting started with you…" Once she pulled his hand from between her legs, freeing her world of his fingers, her hand moved up his muscular abdomen and chest. While one hand savored the recent muscle additions, the other went to work on his pants, unbuttoning, unzipping, and one gentle push later, they dropped to the floor. Her hand lovingly stroked his already stiff shaft in a corkscrew manner. "Goddammit, Benson… did your dick bulk up too?"

"I appreciate the compliment, Jade…" he grinned and shook his head, "…but it hasn't grown since we were last together… plus I'm sure Sam would have said something about it getting longer."

"Not longer…" She sat up then got onto her knees and one hand, her right still stroking his shaft so she could kneel in front of him while he stood at the end of the bed, "… but Jesus fucking Christ is it thick…"

"Jade…"

"My turn to say 'Shhhhh…'" She dropped her face to bring it to the crown of his shaft, softly huffing a warm breath on it. "Mmm… this is so incredible… so big and hard and powerful… mmm… able to conqueror any woman it's used against… even the ones not so easily enticed by a cock…" She gave the crown a soft peck then another, flicking her tongue out a few times as she covered it with kisses while her hand stroked him from base to the underside of his glands. "Making slaves of all those who have a taste…"

"Is that what you are, Jade?" he taunted, running his fingers through her hair. "A slave to my cock?"

"I'm a slave to you… you're like oxygen to me… what I need to live… and this thing… this fucking 'war-cock' is like an oxygen tank…" Jade kissed all over the crown, looking into his eyes as she began allowing herself to be selfish, "… in more ways than one…"

Without another word, she inhaled the head, tightening her lips around the shaft beneath it and hollowing her cheeks as she sucked, her tongue bathing the rod in spit, eager to lube it up for what she needed to do with it. Her fingers massaged his balls, gentle, but her touch left no doubt that she was keen for what they produced.

"Unnnghh… Jade…" Freddie grunted, dropping a hand to her head and letting his fingers tangle and twist in her hair. "So good…"

"Uh huhh… it sure is…" she whispered, planting several small kisses over the tip and twirling her tongue along the little slit. "I almost forgot how good you taste…"

"Mmhhmm… I know… the feeling, baby…" he cooed, feeling his rod flex and throb against her teasing licks and kisses. "I thought you tasted perfect before, but tonight… you made me hungry… it was like I was getting you in a whole new way… just so… so fucking tasty…"

"You certainly made that clear…" Jade giggled as she licked up the underside of the fleshy steel. "Now let me… give you… something… to remember…"

Before Freddie could say a word, the pale skinned beauty impaled her face on his cock, pushing it into her throat while her saliva dripped down, both hands working and twisting the makeshift lube into the velvety skin. Her blue eyes were so full of fire and need that he began getting lost in them, staring up at him in total devotion and love.

"Fffffunnnck…" He managed to moan out, already experiencing pleasure just from this moment, knowing that once he was inside her, it was only going to get better. Watching as her tongue runs around the crown of his cock in a steady, clockwise motion and her soft hand slides back and forth over his rock hard rod, she soon lifts up just a little, allowing her to spit down onto the bell end and use her hand to rub that spit over his inches. "Jadejadejadejadejaddddde…"

"Yeah…" she gasped, pulling off, a thick trail of saliva connecting her lip to the thick pole, "… Say my name baby…"

Then she went back to work, lifting her head upward until it looked like those pouty lips would be completely removed from off his rod only to sink back downward and past where she'd reached before, easily handling a couple more of his meaty inches inside her mouth and then smoothly, all too easily lifting upward and this time until just the crown was held inside her. With one hand holding his dick by the base and giving him a nicely timed stroke, and the other hand resting on his muscular thigh, the sucking motion continued with a lusty purpose, already her big tits jiggling from the bobbing action her head was doing, pacing herself quite well.

"Oh, baby… Jade… Oh shit! That's… That's fucking amazing baby… you… you're unreal, Jade…" He marveled as he looked down, moaning just from that filthy look of lust she was giving him as she looked up while sucking him off, cheeks flexing as she moved down onto him and then smoothly lifted upward. She never fully moved off from him, always keeping at least the crown and an inch within that talented oral hole, and sinking down to well over the half-way mark to ensure her saliva was nicely coating his rod. He could see by the glint in her eyes that she was feeling more playful and she wanted to see a more 'beastly' side appear, so he tightening his grip on her hair and growled. "Mmmmmm… Oh yeah, Jade… Suck that fucking dick…"

"Mmmhhhmmmm…" Jade's eyes rolled back moaning against the filling flesh before closing and starting to speed up her activities. "Unggh. Unggh. Unggh. Unggh. Unnnnngg!"

"Fuck yes… show me… show me how much… you love choking on my cock…" He encouraged, not that he clearly needed to from how wildly and skillfully she was already doing so. However, taking the challenge she pushed her face down further onto him, making them both groan out as she sunk downward for full deep throat action, leaving him stunned and her seemingly smirking around his manhood, nose pressed against his short hairs before, out of reflex, she let out a gag around his tool. It didn't stop her from staying down however, once more showing off her sexual ability by handling all of his size with her mouth for several long moments that would have easily finished him if not for using every ounce of willpower his body could provide. "J-Jade… wait…"

Freddie could take no more, having no more patience in wanting to simply _feel_ and _complete_ his connection to his love despite how nearly indescribable the feeling he was experiencing from her attention. He partially sat up and reached under her armpits, hooking them, and carefully lifting her enough up to pop those incredible lips off his shaft.

"I'm sorry…" he strained, fighting not to let his body take the final step and explode. Jade huffed and licked her lips, looking a bit confused at him for wanting her to stop, but got her answer fairly clearly when he practically declared, "… but… I _need_ to be inside you…"

"I was really hoping you'd say that baby…" The goth beamed, a smile lighting up her face and all the melancholy and 'bitchiness' she expressed during most of her day to day existence to the outside world melted away. She climbed up his body as he pulled her up, throwing her arms over his shoulders and wrapping her arms around the back of his neck, interlocking her hands. "Take me… Fuck me… whatever you want, baby…"

"I want to make this last forever…" His hands moved from under her armpits to wrap around her body while she pulled her legs out from under her and wrapped one then the other around his torso. She paused only for a moment before wishing to lower herself as his lips latched around the left pink nub and the surrounding flesh, suckling on it for several seconds. "I can just see it… my ultimate fantasy… getting to fuck you all day and make love to you all night, and start right over the next day… every single day…"

"Yesss…" she cooed, tightening her legs' grip on his body. He growled with hunger as he practically inhaled a bit more of it, lapping his tongue over the nub for those several moments she started lowering herself onto his fleshy steel pointing straight up. "The moment… school is over… unnnghhh… it's sooooo fucking thick… yeah…after school… and I have my big break… we are gonna get… a room… and do just that… shittttttttt… the head is… stretching me…"

"Take it easy… it's… it's been a while…" Freddie firmly gripped her bottom, massaging and spreading the full ass cheeks as he held her up while his lips kissed along her left shoulder and up the side of her neck. He groaned into the sweet, tasty flesh as he lowered her against his crown, her slick nether lips resisting for a moment then, with just another ounce of pressure, it practically sucked him inside with a pop. "Unnnghhh…"

"Uuuugggahhmmmaaahh..." Jade moaned and she squinted from the momentary sharp pain and pleasure of his thick shaft slipping inside her. Her teeth gritted as she tried to let the pleasurable side take over. "It's… It's too… its so… I can't-"

"Shhhhhh…" His lips quickly pressed against hers, slipping his tongue past her supple lips to inhale her breath and quickly growing louder and more frequent moans of him slipping inside of her. He carefully and slowly lowered her down further and further onto his pelvis, pushing his mighty rod deeper into her sleeve, parting it, stretching it to accommodate his girth. "It's ok… I love you, Jade West…"

"Mmmmrpphunnghhh… I… aaigghunnhhhh… l-love you too…" Jade broke the kisses and started softly mouthing over his jaw line then down his neck then mouthed over his left shoulder. She bore her teeth and gently pressed her teeth into his skin, groaning as she tried to adjust to his size once more. It was excruciatingly painful and pleasurable as if it was her first time all over again, but far, far better. Her tongue tasted blood, and she knew one of her canine teeth had nicked him. The intense combination of pain and pleasure she was feeling trying to accept him again was momentarily overshadowed by the panic she felt that she had actually hurt him. She lifted her mouth off of his shoulder and whimpered out as his shaft slipped a little further up into her, "I… I hurt you…"

He held her closer and reassuringly whispered into her ear. "Shhh… It's okay, it's okay baby. I got you, I got you... If that's the battle scar I get for you to get through this… for us… I'd do it a hundred times over…" He reassuringly kissed her cheek and up to her ear, adding more assuring words for her to get through accepting him again.

Jade blinked several times, trying to hold back tears from the swell of emotion she felt by his sheer presence and reassurance from him as she continued to settle down onto his shaft. After several more intense moments, both physically and emotionally, she finally settled onto him. She whimpered and moaned against his shoulder, shivering a few time with just feeling so full and complete with him inside her.

"Unnnghhhh… there we go…"Freddie held back his groans at feeling her tightness massaging his shaft, working and gripping it inside her warm, tight and slick vice. He massaged her ass and ran his hands up and down her back to continue to assure her for several more moments until he started leaning back further and further back until he lay horizontally on the bed save for the pillows behind his neck and upper shoulder blades. Jade sighed as she finished settling on his pelvis, but leaned towards him, resting her hands on his chest for balance and keeping him from completely filling her. "You… you are incredible…"

The couple smiled to one another as they were finally connected again as one after such a long time. The pair simply relished the feeling of being connected once again after so long, each trying to steady their respective breathing from the intensity of pleasure and in case of Jade a bit of pain trying to readjust to his size.

"And you… you're not human…" Jade's hands started brushing up and down his chest to try to work out the feeling, needing to steady herself before it overwhelmed her mind. "I… I can't believe… the way thissssssunnghhh… the way you… feeeeeelllllll…"

"I wish you could feel… how good you feel inside…" Freddie reached up to rub his hands up and down from her hips to her sides to the outer curvature of her breasts then back down her sides, "… the way your body grips me… massages me… in hot, wet heaven… while I look up at you… your flawless body and divine face…"

"I… I don't look… my best now… I know that…" for sure…" The raven haired teen's breath steadied a little more, licking her lips then braced herself more on his chest then ever so slowly, started leaning forward and lifting up then sliding back down to retake him a little. She almost painstakingly slowly repeated the process, lifting and moving forward then sliding back down to be refilled by him, slowly but surely tipping the pain scales toward pleasure. "Goddddd… thick… and so fucking deep in there…"

"If this is too much… it's ok, we can-"

"No!" she nearly screamed, slamming herself to his hilt once more, causing both to shake slightly. "It's… It's good… just feel like… I'm gonna have... dickprints… in my heart…"

"Just where they should be…" he grinned, stroking her cheek and letting his thumb tease her quivering bottom lip. "You forever changed my heart… I'd love to believe I could reach yours too…"

"Mmmhmmm… so corny…" she genuinely smiled for the first time since she began to impale herself, slowly grinding and building a steady rhythm. "You talk… as if you haven't… had my heart… under your spell… yessssss…. since that first night…"

"I'll never understand…" he groaned, throbbing and wanting her to move a little faster but wouldn't dare let on that she needed to move at any pace that wasn't her own, "… why you followed me… from Sam's place… after the mess with her and Cat… why you chose… to take me home… allow me into your bed… and into your body…"

"I mean… there's like eight plus inches of reason inside me right now…" she bit her lip and started to roll her hips and use his chest and arm for balance. But the moment she said it, Jade knew that he wanted to go as emotional deep as he was physically. "I just did… I saw you and I just felt something… and when you held me while we watched that movie… I felt something that I never once felt with Beck- peace."

"I'd never met anyone like you… and…" He moved his left hand to catch her swaying dark locks from her swaying back and forth on the right side of her face, then crossed his palm over her forehead to catch more of her hair to brush it off her shoulder and behind her neck to her right shoulder, "… ever since that first day… I've been in absolute awe of you, Jade West…"

"Can't wait… until you make me… Mrs. Jade Benson…" the goth giggled as she found a sweet spot where his rod struck her G-spot just right. "Assuming you actually… make an 'honest' woman out of me…"

"Guess that depends…" Freddie kept a soft grip on her hair to keep it on that side of her neck and off of her face as his hand took the side of her neck, this thumb brushing over her throat as she kept a slow, steady pace to continue to adjust to his size and feel the connection again of making love, "… on whether or not the award winning actress and director accepts proposals from lowly web show tech producers…"

"The moment you really ask me…" Jade whispered, looking him in the eyes as she tried to do some of the internal squeezes she'd been exercising with the last few weeks, "… is the moment you find out."

"I'll… unnghhhh… keep that in mind…" He moved his right hand up from her outer thigh, over her hip then to her side. His large hand softly gripped and massaged her side and his thumb brushed up and down the front of her throat while his eyes roamed up and down her body from her smooth stomach to her swaying, lovely full breasts to her face slowly grimacing in pleasure. "As if you aren't on my mind all the time already…"

His right hand continued to roam up and down her side from her left thigh to her hip to up her side to the outer curvature of her heavy, swaying breasts then right back down to help steady her and to assure her with every cycle that he was there to help her get through the initial discomfort and that he loved her.

"Mmmaaahhh… aaahhh… nnnuuugghhh…" Jade started sighing and moaning more as she slowly found her gentle rhythm. Her braced hands on his chest that allowed her to slide forward and back at the angle she took him started to move up and down his chest, gently gripping it and pressing her nails into his skin. After several more cycles that allowed her to adjust and accommodate him in her tight, slick sleeve that was starting to leak more down his shaft and onto his balls, her hands moved up to his hair. She swayed back and forth just a hair faster with her fingers sliding through her hair to run her fingertips through his scalp, playfully scratching it. "Mmmhmmm… I'm getting… close already…"

"Don't hold back on my account baby…" he grunted, rolling his hips against hers as they made contact, her flesh getting pink as goosebumps spread in preparation for her release. His higher hand slightly tightened his hold at her throat as he stared into her eyes. "I want you to cum until you can't cum anymore… so do it, my love… cum all over me… bless it… soak my cock baby…"

"Mmmmhmmmm yess… yessssssss…" As she gently galloped on him, her fine, full ass making little popping sounds on his upper thighs, she leaned more and more forward up his chest to his shoulder, then further to the head of the bed. She gripped the top of the headboard for leverage as she lifted forward at about a forty-five degree angle, allowing her heavy fleshy orbs to softly sway back and forth above his face. "Ohhhhh that's it… j-just like thissssss…"

"Take it… take what you need, Jade…" Freddie looked at the tempting fleshy fruit above his face, tipped his chin up then parted his lips to latch onto the left tightened nub to softly suckle on it. The added flavor of the sweat she'd worked up thus far only added a salty layer of her sweet flesh. He groaned around the tempting breast as he pulled the soft suction on it. "So fucking delicious…"

The couple stayed like that for nearly a minute, as if time was slowing down just for them, the soft bodied actress impaling herself over and over while he feasted on her chest, moving from breast to breast and grinding against her actions with gentle thrusts of his own. Jade leaned her face over his right shoulder then pressing it against the side of his neck. She moaned and whimpered between soft bites against his tan skin as she felt the pangs of this trip she simultaneously wanted to ride into nirvana, but feared where she would land when it all ended.

"I know…" he kissed the delicate flesh of her neck and down her vertical cleavage, his rod feeling her clenching almost constantly, "… you're close… don't fight it… cum… cum now and I'll… I'll take you right back…"

"B-but…" she managed, "… if I do… we might… I might… not be able to… keep going…"

"I know you're stronger than that, Jade… but if you're not… then we rest…" he nibbled up her neck and to just below her ear, before continuing. "And when you're ready… we start right back here… and we don't stop until we can't go on… and we repeat the process… long as it takes… for as long as we want…"

"Ohohohhhhh okkkk… j-just… jUuauggghh... aaahhh... fffuuucckkk!" Jade cried out as her pleasure boiled over and took over her body. She shook hard, her muscles in her limbs rapidly contracted and relaxed while her nerve endings tingled and sent surges of pleasure to her brain. Her sleeve rapidly squeezed and relaxed around his shaft, trying to milk him for his precious release as she uncontrollably moaned. "Uhhhhnnngghhh…"

"Yeah… yeah, ride it out baby…" Freddie turned her face to his and kissed her deeply, grinding against the constricting muscles, keeping a rhythm to make sure Jade's trip to heaven was as long as she could stand, happy to catch her as soon as she returned to Earth. "You're safe…"

After nearly a minute, she slumped against him, her heavy chest pressing between them and breathed into the side of his neck.

"That…" Jade released a hoarse whisper, softly kissing his neck and up to his ear as well, "… was fucking amazing…"

"Want another?" he teased, not expecting much of a response given her fears of growing weak, but was pleasantly surprised at seeing a flash of fire in her eyes.

"Yessssssss…" she moaned out, as she searched for her footing to completely ride him, perpendicular to his body. "But this time… you too… inside..."

"You sure?" he helped balance her placement on his hips so that she could bounce effectively and be every bit of the cowgirl the position was named for.

"Fucking positive…" Jade smirked, bending her back and making her gorgeous breasts stand out and show just how easily they defied every aspect of physics, let alone gravity. "I felt you… your balls… I know how much you need to unload… and you don't know how much I missed… the feeling… being pumped… so full of cum…"

"I think… I can manage that…" Freddie grunted as Jade's body starting its vertical movements, slamming down on his pole, her ass jiggling with each landing before he helped her up and forced her down a little faster. His hand moved down to grip her hips to offer additional bounce support while her own moved up to grip a tit in each hand, the flesh spilling out as she pinched the pink peaks between her middle and ring finger knuckles. "God… you defy all words, baby…"

"J-just… just make sure… sure you cum with me…" she nodded, eyes fluttering as she was well on her way on the mission to go over that hill once more.

"Yes… wouldn't miss it…" he smirked as his grip on her hips tightened with one hand and the other moved around to stroke her mound and let his thumb tease her swollen button peeking out from the flesh hood. "There's that naughty little piece of my love… so many nerve endings… so little time…"

"Fuccccccckkkkkk…" Jade winced, mouth twisting and eyes fluttering as her body was being thrust into release like a car smashing into a wall and being thrown through a windshield, and yet, it was utter pleasure, with almost no pain. Weightless, her mouth froze in a silent scream, doing everything in her power to fight letting this be the end for her before Freddie reached his end, but it was a losing battle. "I…. I can't… it's… I'm gonna…"

"Just hold on…" he grunted, starting to push his hips up and down faster as he pulled her on and off to meet the crest of his thrusts. Freddie reached up from her clit and stroked her cheek, trying to get eyes to open. "I'm getting there… just… just hang on…"

"I c-can't!" she mewed, her cheeks getting pinker by the second as her jaw clenched and head shook, as if she was disagreeing with her own body's choices. Her eyes went from tightly shut to wide as she looked down at him, grabbing his hand in her own, and feeling his fingers interlock with hers. It was his nonverbal affirmation that not only could she, but she also would, make her desire for a shared release come to pass. "Freddie… Fr…please…I…"

"Yesss… ok ok ok…" he muttered, recognizing it was now his time for the big break and gritted his teeth together as he felt his balls compress. The young man moved as quick as he could, pushing as deep as he could inside his love, thumb strumming her clit, and jerking her face to his to inhale their mutual screams. "Mrmrrppphhhmmm!"

"MMMMMMEEEEERRRMMMMMM" Jade convulsed against him but his hand kept her in place and the hand on the back of her head kept her right in the moment, screaming against hima s their teeth grazed and tongues dueled for control, or for escape as each of their bodies snapped and surrendered to the ultimate pleasure. His finger's constant stimulation was making her vision blur, and while there were so many amazing things to take in, it was the white hot feeling inside herself that she focused on the most. "Mmmpprrrpphhmmmm…"

"Mmmmhhhmmunnnghhhmmmm…" Freddie thrust his hips further with each blast, feeling the pops come from his whole body, well aware there would be a lot as the thick shots painted her internal walls with his cum. The soft, flexing head burst all over her cervix as the muscles inside her sex squeezed and massaged his rod, truly ready to coax every drop from his balls this time, and he was not going to disappoint what her body requested. "Unnghhh…. Yeah… yesssss…"

"Oh godddddd…" she moaned, separating from his lips by only a centimeter, pressing her forehead to his. The shots were tapering off, but she felt… full. She imagined a water balloon being filled to capacity, and then suddenly bursting, soaking everything around it, but now, with thick, white ooze glazing every inch. It was a crazed fantasy, but she could imagine little else as her chest heaved against his, than to be 'his' and full of 'him.' "Was… was it always this good?"

"Pretty sure… it gets better every time… but…" he laughed, kissing her lips once more, massaging her scalp as he held her in place. His hips jerked a little, finishing their last remnants with heightened sensitivity. His breathing was labored, as if all the oxygen burst from the tank as well. "Shittt… I don't think… it _could_ get better than _that_ just was…"

"Yeah…" she giggled, planting a few soft and sweet kisses on his lips.

"Though… we should probably keep trying… everyday…" his eyebrow raised, as his hands moved to the center of her back, massaging the recently spasming muscles, "… you know… just to be sure…"

"Hahahaaa… I'll second that…" Jade shook her head and planted another deep kiss against his lips, sucking on the bottom one as she ground slightly against his pelvis, the weakening member still teasing her walls. "I know you haven't asked… but you know… if you did… I would say yes…"

"Yes?" he looked back at her, puzzled, brain no doubt broken by the earth-shattering sex, as to what she meant. "What are you-"

"D-don't worry about it… I'm just-"

"Wait… are you talking about me proposing?" he grinned, fingers sliding up to cup her chin. "I was under the impression we had already settled this… I won't ask you to marry me, Jade…"

"Oh…" her heart dropped from a hundred stories and her stomach rose into her throat. "I thought-"

"Nononono… don't misunderstand me…" Freddie sat up and took her hand and cupped her pink cheek with the other hand. "I want to marry you… but I won't ask. I am going to beg you. I am going to kneel before you in absolute and total devotion… take your hand… and plead with you… my goddess… that you will allow me… to spend the rest of my life giving my mind, body, and soul to your never-ending happiness."

"Ah… well… wow…" she bit her lip and clenched her eyes. Classic Freddie 'bait and switch'- give her a heavy second of doubt before gripping her tight and raising her from all uncertainty and fear. "What about… the others? Sam? Ve- Tori?"

"If you don't want them in our lives, I can understand…" his tone shifted, running his thumb over her lips and pressing his forehead against hers. "But I can't imagine a life without them, and I think you love them the same way I do… and the happier they are, the happier we are… making this crazy thing work, but it's what we both want, right?"

"I agree…" Jade grinned, wishing she could have crafted as smooth a response as he did, but that was part of his appeal. He was so smooth without coming across as slick or slimy. It was exactly the answer she felt in her heart. Vega, and even Sam, felt like they were a part of this and without them, nothing would feel as good. They each were a counter to her, and yet, made her better across every part of her life. Sharing a love like that with a man who touched her soul like no one else could, it just felt right. "I want to confess something though…"

"I already forgive you…" he laughed, and tucked some hair behind her ear, "… but just to be safe, let's hear it…"

"There were times… with Tori… while I was down there…" she began, whispering and planting sweet kisses down his jawline, "… that I didn't think of you… while she and I… were together… and I was so upset afterward that-"

"Shush…" he shook his head and kissed her lips. "You don't have to think about me every second of every day, and you love Tori… she deserves to have all of you in those moments that you get to spend together. I mean… you love her like you love me… did you think of her tonight?"

"No… not at all since you walked in the room… up until a few minutes ago…" she huffed, well aware she was acting ridiculous about this, and his eyes only confirmed it. Not that he thought she was crazy, but confirming that he wasn't bothered that Tori could overtake her mind. It only made sense; he had Sam and Carly here in Seattle and both were head over heels for him and his focus was split. Hers should be no different. "I'm sorry…"

"Jade… seriously… stop apologizing or worrying that you're doing something wrong… you are fine… beyond fine, really." His voice was a calming influence on her fast beating heart, but the way he verbally rocked all her concerns away was beyond words. "You were concerned, feeling caught in a feeling that by most standards would be an issue… but not for us. We don't have to be like that. You give yourself to someone you love, and if I know about it, you shouldn't ever feel ashamed for a second spent with them."

"I have another confession…" the goth smirked as her hands moved up and down his bare chest, biting her lip at his surprising muscle tone. "I really want to be selfish… Can… mmmaaahh… can I be selfish?""

"Selfish? How… mmhmmm… can I spoil my girl?" he huffed out, even his stamina and breath needing to recover for a few seconds, his lips danced down her jawline and up to her ear, teasing the lobe. "Anything you want… just name it…"

"Yes, I… mmmhhh… want more… want more of you…I need more…" her voice shifted from sweet to sultry, starting to grind and his spent rod starting to throb in her ooze coated core. She snuggled her forehead against the side of his neck and muttered, her breath sputtering a little between her words, "I know you already blew and we are having this… moment together… and I never want those to stop… but having you here… like this… still inside… unnghhh… baby… it makes me want even more… want you to cut loose with me…"

"I might… need a minute, baby…" Freddie nodded, taking her chin in his hand for only a moment to give her a kiss as she climbed off his lap, causing a squelching sound as he popped from her inner lips, soon followed by a stream of white."Unnffff…"

"You made a big mess…" She rubbed her labia to encourage more to come out and scooped a little into her hands to sample. "You're lucky I love the way you taste… with me…"

"You do taste magnificent, my love…" he grinned, planting gentle kisses on her bare shoulder.

"Yeah… but you… you're so musky and sweet, with just the right amount of salt…" Jade licked her fingers clean, then reached down the wrap the digits around the well coated, sticky, semi-flaccid member. "And getting this shit straight from the fucking source… mmmhmmm… you have no idea…"

"Unnghh… wow…" he sighed, uncontrollable grin crossing his face as he was held and massaged, her voice like the purr of a kitten to his carnal side, feeling the throbbing pick up in her soft, yet skilled, palm. "That's… that's good… glad you… glad you like… it..."

"Oh, I don't just like it, baby… I love it…" she cooed, showing off an exceptionally sweet side that truly bordered on overacting, but shockingly, he didn't really care as every syllable dripped off her lips like honey. Her strokes continued, punctuated every so often with licking her palm. "I love everything about your dick… so soft, yet so hard, wrapped in velvety skin… and have a mentioned how big it is? Because ohmygoodness is your cock is just so… absolutely massive… long enough to hit those sweet deep spots inside me… but so fucking thick… stretching me out… making it so I can't walk and not think of how you split me in two…"

"Jesus… I do not… deserve you…" Freddie closed his eyes and softly groaned, lying back in the bed with a powerful tingling sensation running up and down his shaft and into his recovering balls from her soft grip stroked his twitching shaft, trying to be delicate with him, but needing him so badly to recover. He could hear it in her voice how desperate she was and honestly, he might have been even more eager. "I'm… unnghhh… I'm getting there…"

"I know it… unnghhh… I can feel it in my hands…" Jade softly bit into her bottom lip as her hand slid up to his spongy crown then back to his base, feeling his twitch and pulse, slowly regaining his strength. She partially leaned down and kissed over his muscular chest, flicking her tongue over his right nipple while her hand alternated the strength of her grip on his shaft with each stroke. She kissed down his chest to his defined abdomen, whispering against it, "That's it… that's it… get hard for me again… hard for _us_ again… mmm… so strong… powerful… how easily you can break me with that perfect fucking cock, baby… mmm… damn, you fill me up so good… stretch me with this… pushing deeper than I thought possible and I want it _again_ … that's it… you're almost there… and then you can be… where you belong…"

As Jade continued to verbally tease him, she felt his shaft grow longer and stronger, fighting it a little bit in wanting to rest, but her soft kisses on his body, her teasing and soft, delicate stroking finally got him hard enough to enjoy the powerful fleshy steal. She leaned down and placed a soft, almost chaste kiss on his lips then looked into his eyes with a playful gaze yet he could see the shimmer of lust in her eyes, the need for him carnally and spiritually.

"You ready?"

Offering only a nod, not a word was spoken as she let his shaft go and slid off him to the side then braced her knees on the mattress then her hands on the bed as if she was about to seductively crawl, but remained in place. She fluttered her eyelids at him, licking her lips as she showed him a fine, fine profile of her body with her slightly curved back and softly hanging breasts.

"Take me…"

"As you wish…" Freddie smirked in return, refraining from licking his lips then partially rolled then sat up on his knees to kneel behind her. He palmed over her bottom, rubbing over the cheeks several times to get another feel of them, but more so to get a nice, unobstructed view of her fantastic, full ass. He gives the cheeks a bit of more of a squeeze then started to massage them, his grip softly kneading them while pushing them together then relaxing them then pushing them back together again to warm her up. "I love your ass, Jade… your chest entices me and captivates me… but this… back here… always surprises me… a testament to those glorious tits that this gets missed by so many…"

"All this flattery…" Another smile lit up Jade's face and she let her head tilt back just a hair and closed her eyes. She presses her top teeth into her bottom lip again, letting out another soft, low sigh. "Acting like I'm not already _dying_ to fuck you…"

"It's not flattery if it's true…" He continued to massage the left cheek, giving it a firm squeeze while he gripped his shaft with his right hand, giving himself a few more strokes to get him just a little harder—as if not looking at her ass wasn't good enough reason to recover—then lined his crown back up to her slick entrance. He gave the briefest, soft pressure on her entrance, causing her to sigh then he teased his crown up and down the slit then tried again. "Mhhhmmm… gonna be so tight at this angle…"

Jade didn't say a word, her breathings ticking in her throat ready for the relieving gasp once he popped the tip inside. After several poignant seconds, drawing out a sigh from her and a low groan from him until her petals gave way and allowed his crown to push through into her. Just his spongy head inside her drew a powerful groan from him, his flesh still more sensitive than he thought while she took a soft, but deep, breath.

"Shittttttt… fuck…"

"I got you… I'll go slow…" He moved his right hand to her right hip for stability and control then slowly pushed forward and pulled her back, careful to slip back into her. "It's squeezing me… but it's so hot and slick… mmmhmm…"

"Unnnghhhhh…" Jade's quickly slacked her arms and lowered her face to the pillow, softly biting into it to stifle her scream from feeling him seemingly stretch her in a new way than what she experienced earlier with sinking straight down on him, parting her walls to accept what felt like a monster in her delicate and tight sleeve. When he stayed in her for a few seconds, and every throb felt like a jolt to her brain, she gritted her teeth, mewing, "Fuckfuckfuckfuckfuckfuckkkkk… you need to… move…"

"Sorry… I was… just savoring… you…" Freddie moved his left hand up from her hip to the back of her neck, lacing a bit of her long hair between his fingers for control as he slowly picked up the pace. "But I have… my whole life… to do that… right?"

"Fucking right, baby…" Jade turned her face away from the bed to look over her right shoulder at him simply dominating over her with his strong, muscular frame. She clawed at the sheets, threatening to tear them with her nails as he slowly sawed his shaft in and out of her still incredibly tight and wet sleeve to build up a nice and steady rhythm. "Assuming… you don't kill me…"

"I mean…" he smirked, tightening his grip on her dark hair, "… the night is still young…"

"Don't get me wrong…" she huffed, biting her lip to stop a scream that he seemed to push out of her, "… I wanna die by cumming so hard I literally explode… but not tonight…"

"Have it your way…" Freddie teased and kept his left hand on the back of her neck to keep her face and chest pressed down into the bed while his right hand took a firm grip of her right hip. His rhythm continued to pick up until his pelvis was pressed tight against her supple ass, fully sheathed at last, with his swollen head demanding entry to her womb. "It doesn't… get better… than this…"

"Unnnghhhhh…" She moaned, pushing her face into the sheet, knowing full well that she didn't need Freddie seeing her drooling. At least, not this soon. "So... goddamn… full… I f-f-feel… I feel everything…"

"Good…" He moved his thumb up from her throat and over her chin to slip between her lips to suck or bite on, anything she needed as he kept his slow, but forceful pushes inside her. He started whispering through his soft grunts, "That's it, my girl… my love… my dark haired beauty… suck… suck my thumb… as if it's my cock… like the beautiful, fantastic cocksucker you are… my cocksucker goddess… ggrrraaahhh… because you want my cum… blasting onto your tongue… and down your throat… you want it… perhaps as much as I want… your delicious juices… ggrraahhmmmm… running down my chin… and I love it when you do it… proud, yet submissive… on your knees… looking up at me… just swallowing me… bobbing your head… taking me in your mouth and deep in your throat… then… gggraaahh…"

"Mmmmrrrrpphmmmm!" she screamed around the finger, imagining his thick rod in its place, dreaming of the ability to be speared at both ends, but there wasn't any other man who she could imagine at either entrance.

"Yesssss… I feel how much you like that… and you wanna know what comes next... don't you?" Freddie growled, gripping tighter as he felt her muscles trying to keep him in place but she was so slick, it proved useless. "I push you on your back… or onto your hands and knees… even against the wall… taking me deep inside you… letting me fill you all the way up, buried so deep inside you… just… like… this… then when I reach your inner limits, I leave… pulling out until your whimpers plead for mercy… and then I shove it right back in… filling you up over and over again…"

"MmmmrrphMMMMMMM!" The pale beauty shuddered under his control, her insides contracting and squeezing him for everything the former iCarly cameraman could handle. But he wasn't just Freddie anymore. He was in full Beast mode, savoring her mental and physical break the same way a child enjoyed a candy. As his fingers left her mouth and her face fell forward, she looked back for a moment into his eyes and saw that it would take a lot more than a sweet treat to sate his hunger. "Fr-fr-frredddddieeeeeeeeeee!"

"Yesss… squeeze me tight baby… make your body beg for more…" The gentle, but powerful pumping that repeatedly filled and stretched her spasming sex out in all new ways, feeling as if they are truly connected body and soul with his darkest desires being her greatest wish. "…but you know… we can't just be done yet…"

"I'm… I'm… ohhhhh f-ffffffucking fuckballs!" Jade cried out, feeling the tingles taking hold of her nerves, kept on the ride of release for too long. She might have experienced another orgasm, or possible felt some powerful entity do exactly what Freddie promised- ripped her soul from her body and shoved it back inside at full force. She was nearly delusional for a moment as her body was overwhelmed with the sensation of her nerves firing, flooding her mind with unadulterated pleasure and causing her to mutter breathlessly, "I… I can't…"

"Shhhh… yes you can…" His strong arms wrapped around her vulnerable quivering body and pulled her upwards, flush with his chest, burying himself as deep as he could and keeping himself there for her constantly contracting cunt to squeeze. His hands started at her now pink thighs and massaged and clutched her body as they moved upwards. His left took her hypersensitive teat in his hand and kneaded the soft flesh, while his right moved over her neck with his pressured thumb over her throat and fingers gently scraping the base of her hairline. "Unnghhh… Jade… you feel incredible… better than ever… better than anything…"

"Speak… oh goddddd… for yourself…" she huffed, her breath quickening in his grasp, knowing he _would_ never put her in any danger but the idea that he _could_ made her drip like a faucet… if that were still possible. "I… I've never felt so ffffuuuucking f-full…"

"Oh Jade… Jade, Jade, Jade… I pity you…" Freddie whispered, running his tongue then teeth down the opposite side of her neck up to her earlobe, punctuating his words with deep kisses teasing her pulse point. "You can never see it… feel what I feel now… never see or feel yourself cum… not like this… not like I can… I'm addicted… I am enraptured by you, Miss West…"

"The future Mrs. Benson…" she smiled, unconsciously grinding against him and letting his powerful rod scratch her deepest itches. Her hands moved up as well, gripping the breast he wasn't attached to, while her left hand reached back and rubbed his scalp, letting her sharp nails provide a touch of pain with the widespread pleasure consuming them.

"That's right… my wife… but you don't have to take my name, you know…" he grinned, squeezing her tighter in his grasp, pinching her hard pink peak between his middle and ring finger knuckles. His hips gyrated slowly as his words leaked out and straight into the goth's heart. "Jade West sounds… like the star I know you are… so when you show up on the big screen… and the television… and the magazines… I can say… something… I'm sure you love saying too…"

"MMmhhmmm… what's… what's that, baby?"

He leaned in close, the petite pricks of his near-nonexistent beard teasing her soft and supple shoulder until his lips were right at her ear. His strong hands slid down her body, one pulling her hands together and guiding them back between them, while his left scraped his short nails down her stomach, moving for its exposed, intended target.

"I'm… fucking… Jade… West!"

The powerful growl caused her knees to weaken, pushing him deeper inside, and she surrendered her weight to him in that moment, holding her up a bit by one arm, gripping hers behind her back like a captured convict, just letting her lean over at about forty five degrees while his left digits move over her left hip and slip between her legs. His fingers run several times over her mons, then teasing the shiny stretching lips of her succulent sex, easily splitting with his impressive shaft, now building up a pace, pulling deeper sighs past her swollen lip then starts strumming over her love button, trying to drive her over the edge.

"AAAIIEEEEEUNNNGHHHH!" Jade cried out, eyes going wide, no longer caring if they were heard at this point, as all other features of the world disappeared save for Freddie and her. "FFFFuccckkk!"

"That's my goddess… my gorgeous, strong, brilliant lover… there's the real you… shining through for me…" his growls were like his thrusts, slow and deliberate, but with a growing need to cut loose, "…glowing as I make you mine… as if anyone could ever 'own' you…"

"Yuh… you… do…"

"I borrow you… from the heavens…" Freddie whispered back, fingertips pressuring her shiny pink button as he moved it like a joystick. "My love… who floats… above us all… who I am in awe of… show me how you fly, Jade…"

"I… I'm no angel…" she managed, thinking she could break down and cry at any second. "I just-"

"False… though you're right… you aren't an angel… you are a goddess!" His tone was direct and almost scolding in the way he seemed so much bigger than her in that moment. His hand abandoned her clit, bring a combined sigh of relief and a mew of disappointment, and took her thigh in his grip. "Let everything go… that's keeping you on Earth… and I will help you soar…"

"Yessss… yes, of course…" she nodded, and with a little angling of her body, letting her torso fall ever so slightly further, still above the bed, she let her legs wrap around his waist. They felt like jelly already, but she was determined to lock them in place, pushing the fleshy steel to drive so deep inside her, she knew he had to have pierced her womb. "Ohjesusfuckingshitballsssss…"

"There we go…" he smiled against her neck, pulling her closer, fully owning her arms, and his lower hand gripped her mound, thumb going right back to work, toying with the throbbing flesh thimble. Her muscles tightened as he held her completely up and off the bed, her arms going slightly numb causing her to feel like it was his mighty cock that was keeping her in the air. Freddie could feel her getting close once more, and rocked a little faster and harder against her seemingly fragile form. "This feeling? Floating? Being held up and worshipping your soul like you deserve… while I give tribute after tribute to your perfect body… giving until I cannot give any more… that's what I want… what I want you to feel… every day… every night…"

"I… Freddie… I-I-Iunnnghhhh…" She started shivering more and more, clearly on the brink of her release that she couldn't hold back, she couldn't stymie any longer. And she knew that he knew that she was done for. But that glint in his eyes told her that he wasn't close to done yet, and it frightened her as much as it excited her. Her hands felt his chest and she scratched, deep enough that she could feel his shiver of pain, but he didn't stop, or even slow down. He overtook her senses and in a matter of seconds, the world turned white. "Cuuuuhhhhhmmmmmminnngggggguuhhh…"

"And… you… won't… ever… have… to… stop…" he practically cackled as she shook and quivered in arms that kept her completely vulnerable, still sawing into her like she was just a toy. The fully aware version of her would have absolutely gotten off to that idea, but this version, who was currently unable to even 'get back on,' with her glazed expression, hanging tongue from a frozen half smile, was so lost to bliss that she didn't even notice his hands letting her go, and dropping, gently, back onto the bed, his cock pulling back with a notable slurping noise. "My goddess… you… are… amazing…"

"Unnnghhuhhhh…" Her open mouth caught some of the 'leftovers' from their earlier joined release, and the salty-sweet flavor brought her back to some semblance of reality. But her first thought wasn't about how mind-blowing the release(s) were, nor how her body ached from the prolonged and exhausting sex. The first thing she truly noticed was that he was gone; withdrawn completely, leaving her slickness to contract back to size, as the flashes of emptiness left their chill across her pink skin. "Freddie…"

"I'm still here…"

Jade huffed for breath and nodded a bit and it was a bit as she was so exhausted, lying prone on the bed with her forearms and sensitive breasts supporting her. She felt his hands run up and down her back to the curvature of her ass then back up to her shoulders, giving them a gentle massage for a few seconds then back down her sides to palm over her hips.

"Nnnghhhuhhh…" She shivered from the gentle contact, even more so from her hypersensitive skin and the fact that she just experienced his full beast mode and now being touched and taken care of as if she was a porcelain doll. "That… settled it… It's never… had this effect… on me…"

"Maybe… but maybe this is just… us…" Freddie sweetly smiled as he ran his hands up and down her exquisite body a few more time to help settle her before he took her left ass cheek and spread it a bit so he could line his crown back up with her and gently push into her. "I hope you don't mind if I'm… selfish too…"

"Fffucckk…" Jade's eyes widened, her mouth frozen in a deep gasp, feeling a sudden firework shoot off in her mind, no doubt a little release triggered. "Mmmaauuuaahhh…"

"Shhhhh… it's alright Jade… it's alright… I got you… was just giving you a moment to relax before we picked back up…" he gently cooed to her, momentarily reigning in the beast to comfort her, planting kisses on the back of her neck and bare shoulders. "I just cannot get enough of you… assuming that's ok with you…"

"Uh huh…" She nodded her head again and got her hands partially under her body as she felt his thick, powerful shaft retake her, pushing in deeply and stretching her all over again, still contracting involuntarily against his impaling piece. "I l-love you…"

"Love barely feels right as the word…" Freddie, grunted as he sank deeper inside the vulnerable young woman. "We say 'love' all the time… but I feel so much more… so many feelings I can't begin to… to describe…"

"You can't find the words for something?" Jade turned her head slightly to look back at his soft brown eyes. "That's a first…"

"I don't think there _is_ a word…" his sighs grew softer but more frequent as he slowly sawed in and out of her sex, keeping one hand on her ass and the other massaging up her back to her neck and then movie down, "…and maybe I'm the only one who can feel such a feeling… but you… seeing you… feeling you… seeing what our life could be together… I just… I feel like my heart beats out of my chest…"

"It's… it's the same for me…" she muttered, attempting to hide her face a little as she was on the slimmest edge of letting tears of joy drip from her eyes, and to be honest, she needed that lubrication elsewhere tonight. "Especially tonight… right here… I… I don't want it to end… for this to ever stop…"

"Then we… need to make… the most of it…" He his hands over her body-down her shoulders, over her sides to tease the outer curvature of her breasts, cupping them and kneading the flesh softly, listening closely for her deepest sounds, then finally, he made it to her thick hips. The former tech producer massaged them for a few moments then pushed her forwards a little bit while pulling his pelvis back to withdraw some of his length then gently pushed back inside until he was hilt deep in her. He repeated the process several more times, suppressing a groan but drawing a soft whimper past Jade's lips, until he started building up a steady yet soft rhythm, pulling her back and thrusting deep. "I will never… stop… making love… to you… ever…"

After another dozen cycles of ever-increasing pace of pumping, melting her world, Jade found the strength, somehow, deep inside—and not just his shaft buried that deep inside—to push back onto her hands and knees. She tightened her fingers over the sheet, pulling it a little as she grasped in her hands, fisting the material for a secure grip then started rocking, pushing back with her braced hands. He matched her by pulling harder and faster on her hips to bring her ass slapping on his pelvis and driving his shaft to her deepest depths.

"Unnnffgghhh... just like that, baby…" Jade grunted, giving her remaining energy to the smashing connection, nearly pulling out before thrusting back inside, his heavy balls swatting her thighs, as he immediately stopped advancing and tried to keep it going just how she desired. "I… I'm close… again…"

"I… don't want… you close…" he growled behind her ear, showing the Beastly side, before letting his left hand scratch up her neck and into the base of her scalp to pull on her hair and assert himself as her lover, "… I want you so far over that edge… you have no choice… but to fly…"

"Unnnghhhhh…" Jade's eyelids fluttered as her heavy, full chest rose and fell from desperately trying to regain her breath. She felt delirious with pleasure as Freddie gripped her sides and rolled her onto her back. "Whuuhhh…"

"I want to see you… I need to see your eyes… touch your face… kiss your lips" His hands quickly slipped under her thighs, brushing his palms over them until he reached the underside of her knees to cup them. He supported her legs as her shins and feet loosely hung over his cupping hands and spread her legs. He scooted forward on his knees, lining his still considerably hard and slick shaft to her pink, swollen nether lips. He motioned his hips forward to gently push his crown against her entrance. They shared a sigh as he slipped back inside her tightening canal with a soft slick sound between them. Once his head pushed inside, he scooted closer and pushed, sinking back completely into her. "My goddess… Jade… so fucking good…"

"Uuuuggghh!" Jade moaned in a combination of pain and pleasure as he stretched her right back out and his crown touched her cervix, no longer content to just 'kiss' it, but to press onward to impress himself against it. "Take… take what you need… let me just… be yours…"

"You are… and always will be…" Freddie leaned forward, balancing himself on his knees to hover over her and bring his face close to her face. He huffed out warm breath against her nose and mouth as he rolled his hips to drive into her. Alluring as the puffy pink lips were, he started planting soft kisses on her chin, mouth, cheeks and tip of her nose, clearly being playful as they shared such an intimate act. He softly whispered his love and desire for her in the most innocent ways that nearly brought the hard edge girl to tears yet again. "My love… my goddess… the best thing that ever happened to me… Jade…"

"Freddie… I…" Jade palmed over his forearms then slid up his muscular, straining and sweaty arms then across his broad shoulders, then to his cheeks, "… I'm not… like you… like this… I can't… say the perfect thing… but I… I… unnghhhh…"

"It's ok… you already are perfect…" he soothed, driving her body forward with his thrusts, kissing her lips and moving down to her neck, eager to kiss and suckle with each syllable, "… so… anything… and everything… you say… is just right… music to my ears… encouragement that you love me too… and-"

"Uuauggghh... sssorry to… aaahhh... but I… yes... ffffuucckk... right there Freddie... right there... keep going... uuuggghh..." she moans, her face grimaced with pleasure and a hint of pain. Her eyes watered a little bit, but were entirely focused on his animalistic, but loving, possessive gaze. She managed to move her hands up to cup his face and steal a few, deep kisses from him that momentarily muffled her cries. She broke her mouth away from the kisses, as his hands took hers and intertwined their fingers, which focused the pleasure addled brain of the former bully. "I... I... uuuggghh... Freddie... I love... you... so much... I can't... put it into words... they never seem to be enough... I want you... always... to be with me... I want to be your wife... your mistress… your lover… your devoted fuckdoll… your goddess… your worshipper… your partner… your submissive slut… j-just… just so long as I'm yours…"

"Jade…. Unnghhh… I…"

"It's ok…" Jade huffed for breath as she raced to her release and saw the same in Freddie's eyes that he wasn't far off, but clearly trying to hold out for her benefit. She pulled him closer with their joined hands and gripped him tight with her legs, her plump, quivering lips teasing his earlobe. "Cover me… paint my tits… let me wear you… the whole time… we are together… on this trip…"

"Uuuaggghhh!" Freddie screamed out, unable to argue, as his final barriers fell, pulling out just in time as the hard-earned release practically blasted from his little eye, sending several heavy globs of his essence roping over her smooth, pale stomach and up to the underside of her breasts. He growled as he kept pumping his shaft, working out the last of heavy load from deep in his balls and emptying the contents on his love, not to degrade her, but to mark her in connecting with one another. He was able to fire off two more, barely weaker, ropes onto her lower abdomen, some of it pooling in her bellybutton and the rest over her exposed love button. "Shitttt…"

"Jesus…" she grinned with devious smile, already rubbing the thick ooze into her skin. Her slim fingers teased her mound and up her belly, making her shimmer slightly in the dim light, even with the rapidly drying whiteness. She rubbed her tits, eyes remaining on him as he finally seemed to come down off the high of release. "I guess Sam hasn't been draining your balls quite as much as I thought…"

"Ha… last couple weeks… yeah… it's ah… not been for a lack of trying…" he chuckled, pulling his knees out from under him and starting to stand. His brain shorted out almost immediately seeing her fully splayed out for the first time since he walked in the room. Her makeup was smudged, skin bright pink… she was sweaty and covered in his cum, but he still had never seen such a gorgeous sight in his life. If his rod responded the way he wished, he would have jumped right back on the bed and started it all back up. But for tonight, both of them were already spent in every sense of the word. "You want to wash up?"

"If I try to stand… I'm pretty sure my legs will collapse…"

"Good thing you're with someone that can carry you to the bathtub…" he teased, and she raised her hands like a small child awaiting being picked up. Despite giving so much of his energy, he managed to lift her surprisingly easily and carry her to the bathroom, each giggling as the door shut behind them.

* * *

 **Former iCarly Studio**

 **10:45pm**

"You… were not kidding…" Carly stared up at the ceiling, trying to decide if it was creepy or not that she and Sam had spent the night in the old studio listening to the screams and grunts of her longtime neighbor and his 'guest.' "They… they certainly seemed to… ah… miss each other…"

"Yeah, that's one way to put it, Carls…" the blonde chuckled and shook her head. She'd seen those two going at, first hand, enough times to know that they had an energy that was unrivaled. Which was why she was so jealous and horny. "She's pretty vocal and you know how he can be when he really gets… you know… going…"

"I guess…" the paler girl whispered, trying to subtly rub herself softly to ease the ache that was growing between her legs. She knew she could turn to Sam and take care of it, but with Jade and Freddie on her mind so heavily, that didn't seem fair. "I don't know… I guess I feel like what we did… when he was with me… and you… it feels kinda… cheap… by comparison…"

"That's just Jade…" Sam sighed and rubbed her best friend's shoulder. "She's… well, one, she's an actress. She is all about overacting… even though we just heard some shit, there's almost nothing happening with her that doesn't happen with you too…"

"The almost is what gets me…" Carly mumbled as she adjusted in her seat, grazing over herself for a momentary chance for relief. "I cannot compare… looks… experience… confidence… just… everything…"

"Look… I'm not going to lie to you…" she fired back, sitting up to face Carly and look her longtime friend and newfound lover right in the eyes, "… Jade does have those things. Big soft tits… shapely ass that's perfect to grab… eyes that are way too sexy… Lips that always taste-"

"Sam!"

"Sorry… but she knows she's hot and she knows what she wants…" the blonde's cheeks turned pink as her tumultuous attraction was on display. "And experience-wise, yeah, she's fucked twice as many guys as we have. Which is just two… but think… would you rather have your first time with Freddie or some loser drama class stoner?"

"Wait… she was with someone before Freddie?" Carly blinked, unable to even imagine how that could happen, just seeing how in love Freddie was with her. "I guess I just… I mean, I know there's other guys, but-"

"Don't get me wrong… I like Beck. He's a cool guy and I may or may not have gotten some weed from him… just once... out of curiosity... and Jade thought she was in love with him… but he and Jade were apparently awful together… and kept going in a cycle…" Sam trailed off, thinking back to when Cat would share the stories of their fights. "I know Freddie likes to say that Jade was the best thing to ever happen to him, but, and I guarantee she agrees with this, he was the best thing that could have happened to her too."

"So they feel indebted to each other…" Carly nodded, trying to imagine, but not too much or she'd really need that release, how that made the two of them interact. "Jeez… that almost makes it even more romantic…"

"Carls…" the former bully lowered her voice, "… are you really afraid that Jade is going to steal him away?"

"Maybe a little…"

"Ok… one, it's Jade… the pansexual, open minded, open bed girl we are talking about… she's selfish, sure, but she knows about you and knows how invested he is with you…" Sam relaxed her tone into something uncommon: comfort. "… and second, you're his first love… I don't even have that going for me…"

"No, you just have his first kiss, first makeout, first sext, first handjob, first blowjob, first-" Carly was cut off as a stronger hand covered her mouth with a harsh glare and a sly smirk. She debated continuing the list but decided better of it as Sam finally pulled back. "Basically… you got his first time… I'm just saying that's a big deal…"

"It is, but… I was thinking about stuff… and as much as I hated how everything ended with us, and you taking off to Italy, and then me just straight up ghosting my life here…" Sam seemed pensive for the first time, possibly ever as far as Carly knew. "I think all this was supposed to happen. If I kept Freddie… I don't think I'd be willing to share him, and my jealousy would have gotten bad when you came back… or if you had dated him from the start… he never would have looked twice at me again…"

"Sam… don't… don't talk like that…"

"It's true…" the blonde sighed and laid back down on the chair. "But instead, he meets Jade, they fall in love, and Jade lets him… fuck… she wants him to be with people he cares about… encourages him to be the guy he is now… not a pushover, but not an asshole… that's impossible to find in LA, you know…"

"I've heard…" the dark haired girl giggled as she took a deep sigh. "Can I ask something?"

"Shoot.

"Jade…" the former web star began, "… I know she and Freddie have that… thing between them… but I know you said you and her were… well… close… before he even showed up… so… how was… how were things… between-"

"Jesus Christ, Carls… get to the fucking point… are you asking how Jade is as a lay?" The blonde's blue eyes drilled into the brown ones staring back, her former cohost starting to nod as a grin grew across her face. "Well… of the girls that I've been with… I definitely think we have the most aggressive connection. Both wanting to take the lead and it makes things more… intense. Jade's the only girl that I've ever… or will ever, maybe… submitted to… and that bitch earned that shit. And she'd say the same of me. Of the four girls I've been with… she's made me cum hardest. Our chemistry is just… explosive."

"Oh… ah… wow…" Carly was in a state of shock just imagining how she and Sam writhed together, and knowing that they had done more for each other than she had apparently with her best friend. Her inexperience was making her anxiety go up like mad and she needed to feel this heat disappear. "I'm pretty tired. I think I need to lay down."

"Yeah… you might want to give me a few minutes…" Sam grinned as she relaxed back on the beanbag chair, which might as well have been flat by now. "Mama needs a little Mama-time to unpack all this, and I don't think you want me shaking the bed…"

"I did not need to know that…" Carly laughed and shook her head, moving across the hall and into her room. She crawled into bed, and covered up, trying her best not to think about the images of their new 'guest' and how she would be affecting the people that she loved most.

* * *

 **And there we have it- the couple reunited and some very conflicting feelings growing just a few walls away. Will Carly join the ranks of the quadruple, of will she feel like her days of sharing Freddie should be over? I truly hope it was worth the wait and cannot wait to hear what you thought so review/comment away. And as always, thanks for reading.**


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